Item 8. Financial Statements and Supplementary Data.

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Item 8. Financial Statements and Supplementary Data.

BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



		Page

BXP, Inc.
	Management’s Report on Internal Control over Financial Reporting	96
	Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	97
	Consolidated Balance Sheets as of December 31, 2025 and 2024	99
	Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	101
	Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023	102
	Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023	103
	Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	105

Boston Properties Limited Partnership
	Management’s Report on Internal Control over Financial Reporting	108
	Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	109
	Consolidated Balance Sheets as of December 31, 2025 and 2024	111
	Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	113
	Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023	114
	Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, 2025, 2024 and 2023	115
	Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	117

	Notes to Consolidated Financial Statements	120

BXP, Inc.
	Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, 2025	174

Boston Properties Limited Partnership
	Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, 2025	179

All other schedules for which a provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

Management’s Report on Internal Control over

Financial Reporting

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

As of the end of BXP, Inc.’s 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, 2025 was effective.

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

The effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 97, which expresses an unqualified opinion on the effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of BXP, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s investments in unconsolidated joint ventures balance was $999.3 million as of December 31, 2025. During 2025, the Company recognized a $145.1 million other-than-temporary impairment loss related to a certain investment in an unconsolidated joint venture. 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. Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and evaluation of the impairment indicators for investments in unconsolidated joint ventures. These procedures also included, among others, (i) testing management's process for identifying and evaluating the impairment indicators for investments in unconsolidated joint ventures, and (ii) evaluating the reasonableness of management’s 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. 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.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2026

We have served as the Company’s auditor since 1997.


BXP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts)
	December 31, 2025		December 31, 2024
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $8,005,124 and $7,797,430 at December 31, 2025 and December 31, 2024, respectively)	$	28,241,879	$	27,870,623
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
Less: accumulated depreciation (amounts related to VIEs of $(1,763,988) and $(1,628,274) at December 31, 2025 and December 31, 2024, respectively)	(8,040,311)		(7,528,057)
Total real estate	20,899,879		21,050,255
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
Note receivable, net	9,373		4,947
Related party notes receivable, net	28,346		88,779
Sales-type lease receivable, net	15,672		14,657
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
Investments in unconsolidated joint ventures	999,309		1,093,583
Assets held for sale	24,770		—
Total assets	$	26,166,164	$	26,084,980
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,286,870 and $3,282,027 at December 31, 2025 and December 31, 2024, respectively)	$	4,280,067	$	4,276,609
Unsecured senior notes, net	9,806,100		10,645,077
Unsecured exchangeable senior notes, net	976,263		—
Unsecured line of credit	—		—
Unsecured term loans, net	797,053		798,813
Unsecured commercial paper	750,000		500,000
Lease liabilities - finance leases (amounts related to VIEs of $21,074 and $20,931 at December 31, 2025 and December 31, 2024, respectively)	360,039		370,885
Lease liabilities - operating leases (amounts related to VIEs of $0 and $157,691 at December 31, 2025 and December 31, 2024, respectively)	389,213		392,686
Accounts payable and accrued expenses (amounts related to VIEs of $88,849 and $115,808 at December 31, 2025 and December 31, 2024, respectively)	480,017		401,874
Dividends and distributions payable	123,753		172,486
Accrued interest payable	125,345		128,098
Other liabilities (amounts related to VIEs of $95,209 and $126,202 at December 31, 2025 and December 31, 2024, respectively)	386,074		450,796
Total liabilities	18,473,924		18,137,324


BXP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts)
	December 31, 2025		December 31, 2024
Commitments and contingencies (See Note 9)
Redeemable deferred stock units— 111,701 and 128,227 units outstanding at redemption value at December 31, 2025 and December 31, 2024, respectively	7,538		9,535
Equity:
Stockholders’ equity attributable to BXP, Inc.:
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding	—		—
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding	—		—
Common stock, $0.01 par value, 250,000,000 shares authorized, 158,627,198 and 158,253,895 issued and 158,548,298 and 158,174,995 outstanding at December 31, 2025 and December 31, 2024, respectively	1,585		1,582
Additional paid-in capital	6,836,243		6,836,093
Dividends in excess of earnings	(1,674,995)		(1,419,575)
Treasury common stock at cost, 78,900 shares at December 31, 2025 and December 31, 2024	(2,722)		(2,722)
Accumulated other comprehensive loss	(12,921)		(2,072)
Total stockholders’ equity attributable to BXP, Inc.	5,147,190		5,413,306
Noncontrolling interests:
Common units of Boston Properties Limited Partnership	566,563		591,270
Property partnerships	1,970,949		1,933,545
Total equity	7,684,702		7,938,121
Total liabilities and equity	$	26,166,164	$	26,084,980

The accompanying notes are an integral part of these consolidated financial statements.

BXP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share amounts)


	Year ended December 31,
		2025		2024		2023
Revenue
Lease		$	3,236,007	$	3,176,805	$	3,054,673
Parking and other		143,314		135,142		112,918
Hotel		49,996		51,224		47,357
Development and management services		36,579		28,060		40,850
Direct reimbursements of payroll and related costs from management services contracts		16,383		16,488		17,771
Total revenue		3,482,279		3,407,719		3,273,569
Expenses
Operating
Rental		1,335,069		1,286,838		1,183,947
Hotel		35,599		35,288		32,225
General and administrative		168,789		159,983		170,158
Payroll and related costs from management services contracts		16,383		16,488		17,771
Transaction costs		2,678		1,597		4,313
Depreciation and amortization		912,088		887,191		830,813
Total expenses		2,470,606		2,387,385		2,239,227
Other income (expense)
Loss from unconsolidated joint ventures		(103,560)		(343,177)		(239,543)
Gains on sales of real estate		176,732		602		517
Loss on sales-type lease		(2,490)		—		—
Interest and other income (loss)		35,784		60,199		69,964
Gains from investments in securities		5,481		4,416		5,556
Losses from interest rate contracts		—		—		(79)
Unrealized gain (loss) on non-real estate investments		(346)		546		239
Impairment losses		(85,803)		(13,615)		—
Loss from early extinguishment of debt		(338)		—		—
Interest expense		(653,138)		(645,117)		(579,572)
Net income		383,995		84,188		291,424
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(75,181)		(67,516)		(78,661)
Noncontrolling interest—common units of the Operating Partnership		(32,014)		(2,400)		(22,548)
Net income attributable to BXP, Inc.		$	276,800	$	14,272	$	190,215
Basic earnings per common share attributable to BXP, Inc.
Net income		$	1.75	$	0.09	$	1.21
Weighted average number of common shares outstanding		158,330		157,468		156,863
Diluted earnings per common share attributable to BXP, Inc.
Net income		$	1.74	$	0.09	$	1.21
Weighted average number of common and common equivalent shares outstanding		158,869		157,793		157,201

The accompanying notes are an integral part of these consolidated financial statements.

BXP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Year ended December 31,
		2025		2024		2023
Net income		$	383,995	$	84,188	$	291,424
Other comprehensive income (loss):
Effective portion of interest rate contracts		(19,601)		9,202		(14,405)
Amortization of interest rate contracts (1)		8,126		12,618		6,703
Other comprehensive income (loss)		(11,475)		21,820		(7,702)
Comprehensive income		372,520		106,008		283,722
Net income attributable to noncontrolling interests		(107,195)		(69,916)		(101,209)
Other comprehensive (income) loss attributable to noncontrolling interests		626		(2,746)		274
Comprehensive income attributable to BXP, Inc.		$	265,951	$	33,346	$	182,787

(1)Amounts reclassified from comprehensive income (loss) primarily to interest expense within BXP, Inc.’s Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.


BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands)
	Common Stock			Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Common Units		Noncontrolling Interests - Property Partnerships		Total
	Shares	Amount
Equity, December 31, 2022	156,758	$	1,568	$	6,539,147	$	(391,356)	$	(2,722)	$	(13,718)	$	683,583	$	1,547,317	$	8,363,819
Redemption of operating partnership units to common stock	102	1		3,793		—		—		—		(3,794)		—		—
Allocated net income for the period	—	—		—		190,215		—		—		22,548		78,661		291,424
Dividends/distributions declared	—	—		—		(615,011)		—		—		(73,331)		—		(688,342)
Shares issued pursuant to stock purchase plan	19	—		1,156		—		—		—		—		—		1,156
Net activity from stock option and incentive plan	62	—		3,165		—		—		—		45,895		—		49,060
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		160,416		—		—		—		—		84,125		244,541
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(69,975)		(69,975)
Effective portion of interest rate contracts	—	—		—		—		—		(12,927)		(1,478)		—		(14,405)
Amortization of interest rate contracts	—	—		—		—		—		5,498		629		576		6,703
Reallocation of noncontrolling interest	—	—		7,472		—		—		—		(7,472)		—		—
Equity, December 31, 2023	156,941	1,569		6,715,149		(816,152)		(2,722)		(21,147)		666,580		1,640,704		8,183,981
Redemption of operating partnership units to common stock	1,147	13		40,551		—		—		—		(40,564)		—		—
Allocated net income for the period	—	—		—		14,272		—		—		2,400		67,516		84,188
Dividends/distributions declared	—	—		—		(617,695)		—		—		(73,485)		—		(691,180)
Shares issued pursuant to stock purchase plan	17	—		1,141		—		—		—		—		—		1,141
Net activity from stock option and incentive plan	70	—		4,516		—		—		—		34,815		—		39,331
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—		74,091		—		—		—		—		302,453		376,544
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(77,704)		(77,704)
Effective portion of interest rate contracts	—	—		—		—		—		8,262		940		—		9,202
Amortization of interest rate contracts	—	—		—		—		—		10,813		1,229		576		12,618
Reallocation of noncontrolling interest	—	—		645		—		—		—		(645)		—		—
Equity, December 31, 2024	158,175	1,582		6,836,093		(1,419,575)		(2,722)		(2,072)		591,270		1,933,545		7,938,121


BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands)
	Common Stock			Additional Paid-in Capital		Dividends in Excess of Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Common Units		Noncontrolling Interests - Property Partnerships		Total
	Shares	Amount		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
Redemption of operating partnership units to common stock	291	3		9,110		—		—		—		(9,113)		—		—
Allocated net income for the period	—	—		—		276,800		—		—		32,014		75,181		383,995
Dividends/distributions declared	—	—		—		(532,220)		—		—		(62,154)		—		(594,374)
Shares issued pursuant to stock purchase plan	13	—		941		—		—		—		—		—		941
Net activity from stock option and incentive plan	69	—		5,983		—		—		—		38,973		—		44,956
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
Distributions to noncontrolling interests in property partnerships	—	—		—		—		—		—		—		(83,129)		(83,129)
Effective portion of interest rate contracts	—	—		—		—		—		(17,646)		(1,955)		—		(19,601)
Amortization of interest rate contracts	—	—		—		—		—		6,797		753		576		8,126
Reallocation of noncontrolling interest	—	—		23,225		—		—		—		(23,225)		—		—
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

The accompanying notes are an integral part of these consolidated financial statements.


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income	$	383,995	$	84,188	$	291,424
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	912,088		887,191		830,813
Impairment losses	85,803		13,615		—
Amortization of right of use assets - operating leases	264		2,262		1,940
Amortization of sales type lease	(989)		(992)		—
Non-cash compensation expense	44,334		43,949		51,478
Loss from unconsolidated joint ventures	103,560		343,177		239,543
Distributions of net cash flow from operations of unconsolidated joint ventures	58,424		33,861		24,637
Gains from investments in securities	(5,481)		(4,416)		(5,556)
Allowance for current expected credit losses	(1,133)		78		373
Non-cash portion of interest expense	32,247		37,143		30,523
Loss from early extinguishments of debt	338		—		—
Gains on sales of real estate	(176,732)		(602)		(517)
Loss on sales-type lease	2,490		—		—
Unrealized (gain) loss on non-real estate investments	346		(546)		(239)
Change in assets and liabilities:
Tenant and other receivables, net	32,507		13,716		(31,470)

Accrued rental income, net	(101,878)		(97,609)		(99,539)
Prepaid expenses and other assets	(4,148)		(5,384)		(7,336)
Right of use assets - operating lease	—		(750)		(25,640)
Lease liabilities - operating leases	(3,545)		(202)		(121)
Accounts payable and accrued expenses	27,161		(2,395)		41,696
Accrued interest payable	(2,743)		(5,647)		29,910
Other liabilities	(19,133)		12,826		7,267
Tenant leasing costs	(122,618)		(118,962)		(77,666)
Total adjustments	861,162		1,150,313		1,010,096
Net cash provided by operating activities	1,245,157		1,234,501		1,301,520
Cash flows from investing activities:
Acquisitions of real estate	(55,864)		(35,366)		—
Construction in progress	(683,750)		(651,346)		(525,963)
Building, pre-development and other capital improvements	(216,687)		(189,667)		(171,424)
Tenant improvements	(338,808)		(258,312)		(310,925)
Proceeds from sales of real estate	682,514		602		517
Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash)	—		6,086		(13,155)
Capital contributions to unconsolidated joint ventures	(258,752)		(132,096)		(192,650)
Capital distributions from unconsolidated joint ventures	172,662		28,325		32,787
Investment in non-real estate investments	(3,538)		(2,500)		(2,187)
Issuance of note receivables (including related party)	(22,861)		(3,258)		(12,177)
Proceeds from note receivables (including related party)	80,000		—		—
Investments in securities, net	558		136		1,496
Net cash used in investing activities	(644,526)		(1,237,396)		(1,193,681)


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Cash flows from financing activities:
Proceeds from mortgage notes payable	—		—		600,000
Repayments of mortgage notes payable	(4,251)		(4,780)		—
Proceeds from unsecured senior notes	—		849,671		747,727
Repayment / redemption of unsecured senior notes	(850,000)		(700,000)		(500,000)
Proceeds from unsecured exchangeable senior notes	1,000,000		—		—
Borrowings on unsecured line of credit	865,000		—		—
Repayments of unsecured line of credit	(865,000)		—		—
Borrowings on unsecured term loans	700,000		—		1,200,000
Repayment of unsecured term loans	(700,000)		(500,000)		(730,000)
Payments on finance lease obligations	(13,662)		(12,547)		—
Borrowings on commercial paper program	8,656,025		5,363,333		—
Repayments on commercial paper program	(8,406,025)		(4,863,333)		—
Deferred financing costs	(39,641)		(12,235)		(19,416)
Capped call transactions premium	(35,000)		—		—
Net activity from equity transactions	(435)		(1,731)		367
Dividends and distributions	(643,107)		(689,870)		(687,809)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	84,268		374,720		227,022
Distributions to noncontrolling interests in property partnerships	(83,129)		(77,704)		(69,975)
Acquisition of noncontrolling interests in property partnerships	(43,604)		—		—
Net cash provided by (used in) financing activities	(378,561)		(274,476)		767,916
Net increase (decrease) in cash and cash equivalents and cash held in escrows	222,070		(277,371)		875,755
Cash and cash equivalents and cash held in escrows, beginning of period	1,335,196		1,612,567		736,812
Cash and cash equivalents and cash held in escrows, end of period	$	1,557,266	$	1,335,196	$	1,612,567

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	1,254,882	$	1,531,477	$	690,333
Cash held in escrows, beginning of period	80,314		81,090		46,479
Cash and cash equivalents and cash held in escrows, beginning of period	$	1,335,196	$	1,612,567	$	736,812

Cash and cash equivalents, end of period	$	1,478,206	$	1,254,882	$	1,531,477
Cash held in escrows, end of period	79,060		80,314		81,090
Cash and cash equivalents and cash held in escrows, end of period	$	1,557,266	$	1,335,196	$	1,612,567

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	677,156	$	676,067	$	553,989
Interest capitalized	$	50,626	$	41,976	$	42,633

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(155,440)	$	(112,074)	$	(135,093)

Change in real estate included in accounts payable and accrued expenses	$	11,910	$	(50,891)	$	3,668
Right of use assets obtained in exchange for lease liabilities - operating lease	$	—	$	30,631	$	141,179
Right of use assets obtained in exchange for lease liabilities - finance lease	$	—	$	—	$	163,056


BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Lease liability - finance lease reversal for re-assessment event	$	—	$	(38,491)	$	—
Right of use asset - finance lease reversal for re-assessment event	$	—	$	(28,962)	$	—
Non-cash contributions from noncontrolling interests in property partnerships, net	$	(2,557)	$	92,631	$	17,519
Capitalized operating lease costs	$	8,732	$	30,195	$	12,580
Construction in progress from prepaid expenses and other assets	$	—	$	—	$	25,577
Investment in unconsolidated joint ventures eliminated upon consolidation	$	—	$	(11,834)	$	183,817
Mortgage note payable recorded upon consolidation	$	—	$	207,093	$	300,000
Mortgage note payable converted to unsecured term loan	$	—	$	100,000	$	—
Real estate and intangibles recorded upon consolidation	$	—	$	(220,015)	$	(490,720)
Interest rate contracts recorded upon consolidation	$	—	$	—	$	(7,337)
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	$	—	$	—
Dividends and distributions declared but not paid	$	123,753	$	172,486	$	171,176
Conversions of noncontrolling interests to stockholders’ equity	$	9,113	$	40,564	$	3,794
Issuance of restricted securities to employees and non-employee directors	$	75,641	$	43,360	$	48,141

The accompanying notes are an integral part of these consolidated financial statements.

Management’s Report on Internal Control over

Financial Reporting

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

As of the end of Boston Properties Limited Partnership’s 2025 fiscal year, management conducted assessments of the effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on these assessments, management has determined that Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2025 was effective.

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

The effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 109, which expresses an unqualified opinion on the effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2025.

Report of Independent Registered Public Accounting Firm

To the Partners of Boston Properties Limited Partnership

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Boston Properties Limited Partnership and its subsidiaries (the “Partnership”) as of December 31, 2025 and 2024, and the related statements of operations, of comprehensive income, of capital and noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 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 Partnership's internal control over financial reporting as of December 31, 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 Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Partnership's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Critical Audit Matters

Impairment Indicators Assessment of Investments in Unconsolidated Joint Ventures

As described in Notes 2 and 6 to the consolidated financial statements, the Partnership’s investments in unconsolidated joint ventures balance was $999.3 million as of December 31, 2025. During 2025, the Partnership recognized a $145.1 million other-than-temporary impairment loss related to a certain investment in an unconsolidated joint venture. 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. Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2026

We have served as the Partnership’s auditor since 1997.


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (in thousands, except for unit amounts)
	December 31, 2025		December 31, 2024
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $8,005,124 and $7,797,430 at December 31, 2025 and December 31, 2024, respectively)	$	27,884,397	$	27,504,358
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
Less: accumulated depreciation (amounts related to VIEs of $(1,763,988) and $(1,628,274) at December 31, 2025 and December 31, 2024, respectively)	(7,906,629)		(7,397,882)
Total real estate	20,676,079		20,814,165
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
Note receivable, net	9,373		4,947
Related party notes receivables, net	28,346		88,779
Sales-type lease receivable, net	15,672		14,657
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
Investments in unconsolidated joint ventures	999,309		1,093,583
Assets held for sale	24,770		—
Total assets	$	25,942,364	$	25,848,890
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,286,870 and $3,282,027 at December 31, 2025 and December 31, 2024, respectively)	$	4,280,067	$	4,276,609
Unsecured senior notes, net	9,806,100		10,645,077
Unsecured exchangeable senior notes, net	976,263		—
Unsecured line of credit	—		—
Unsecured term loans, net	797,053		798,813
Unsecured commercial paper	750,000		500,000
Lease liabilities - finance leases (amounts related to VIEs of $21,074 and $20,931 at December 31, 2025 and December 31, 2024, respectively)	360,039		370,885
Lease liabilities - operating leases (amounts related to VIEs of $0 and $157,691 at December 31, 2025 and December 31, 2024, respectively)	389,213		392,686
Accounts payable and accrued expenses (amounts related to VIEs of $88,849 and $115,808 at December 31, 2025 and December 31, 2024, respectively)	480,017		401,874
Dividends and distributions payable	123,753		172,486
Accrued interest payable	125,345		128,098


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (in thousands, except for unit amounts)
	December 31, 2025		December 31, 2024
Other liabilities (amounts related to VIEs of $95,209 and $126,202 at December 31, 2025 and December 31, 2024, respectively)	386,074		450,796

Total liabilities	18,473,924		18,137,324
Commitments and contingencies (See Note 9)
Redeemable deferred stock units— 111,701 and 128,227 units outstanding at redemption value at December 31, 2025 and December 31, 2024, respectively	7,538		9,535
Noncontrolling interests:
Redeemable partnership units— 15,590,009 and 15,730,882 common units and 2,662,140 and 2,335,229 long term incentive units outstanding at redemption value at December 31, 2025 and December 31, 2024, respectively	1,272,719		1,378,573
Capital:
Boston Properties Limited Partnership partners’ capital— 1,768,004 and 1,762,411 general partner units and 156,780,294 and 156,412,584 limited partner units outstanding at December 31, 2025 and December 31, 2024, respectively	4,230,155		4,391,985
Accumulated other comprehensive loss	(12,921)		(2,072)
Total partners’ capital	4,217,234		4,389,913
Noncontrolling interests in property partnerships	1,970,949		1,933,545
Total capital	6,188,183		6,323,458
Total liabilities and capital	$	25,942,364	$	25,848,890

The accompanying notes are an integral part of these consolidated financial statements.

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per unit amounts)


	Year ended December 31,
		2025		2024		2023
Revenue
Lease		$	3,236,007	$	3,176,805	$	3,054,673
Parking and other		143,314		135,142		112,918
Hotel		49,996		51,224		47,357
Development and management services		36,579		28,060		40,850
Direct reimbursements of payroll and related costs from management services contracts		16,383		16,488		17,771
Total revenue		3,482,279		3,407,719		3,273,569
Expenses
Operating
Rental		1,335,069		1,286,838		1,183,947
Hotel		35,599		35,288		32,225
General and administrative		168,789		159,983		170,158
Payroll and related costs from management services contracts		16,383		16,488		17,771
Transaction costs		2,678		1,597		4,313
Depreciation and amortization		905,301		880,383		823,805
Total expenses		2,463,819		2,380,577		2,232,219
Other income (expense)
Loss from unconsolidated joint ventures		(103,560)		(343,177)		(239,543)
Gains on sales of real estate		179,322		602		517
Loss on sales-type lease		(2,490)		—		—
Interest and other income (loss)		35,784		60,199		69,964
Gains from investments in securities		5,481		4,416		5,556
Losses from interest rate contracts		—		—		(79)
Unrealized gain (loss) on non-real estate investments		(346)		546		239
Impairment losses		(82,890)		(13,615)		—
Loss from early extinguishment of debt		(338)		—		—
Interest expense		(653,138)		(645,117)		(579,572)
Net income		396,285		90,996		298,432
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(75,181)		(67,516)		(78,661)
Net income attributable to Boston Properties Limited Partnership		$	321,104	$	23,480	$	219,771
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income		$	1.83	$	0.13	$	1.26
Weighted average number of common units outstanding		175,858		175,390		174,796
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income		$	1.82	$	0.13	$	1.25
Weighted average number of common and common equivalent units outstanding		176,397		175,715		175,134

The accompanying notes are an integral part of these consolidated financial statements.

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Year ended December 31,
		2025		2024		2023
Net income		$	396,285	$	90,996	$	298,432
Other comprehensive income (loss):
Effective portion of interest rate contracts		(19,601)		9,202		(14,405)
Amortization of interest rate contracts (1)		8,126		12,618		6,703
Other comprehensive income (loss)		(11,475)		21,820		(7,702)
Comprehensive income		384,810		112,816		290,730
Comprehensive income attributable to noncontrolling interests		(75,757)		(68,092)		(79,237)
Comprehensive income attributable to Boston Properties Limited Partnership		$	309,053	$	44,724	$	211,493

(1)Amounts reclassified from comprehensive income (loss) primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (in thousands)
	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units

Equity, December 31, 2022	1,750	155,008	$	5,299,428	$	(13,718)	$	1,547,317	$	6,833,027	$	1,280,886
Net activity from contributions and unearned compensation	5	75	4,321		—		—		4,321		45,895
Allocated net income for the period	—	—	197,223		—		78,661		275,884		22,548
Distributions	—	—	(615,011)		—		—		(615,011)		(73,331)
Conversion of redeemable partnership units	—	102	3,794		—		—		3,794		(3,794)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(76,220)		—		—		(76,220)		76,220
Effective portion of interest rate contracts	—	—	—		(12,927)		—		(12,927)		(1,478)
Amortization of interest rate contracts	—	—	—		5,498		576		6,074		629
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	160,416		—		84,125		244,541		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(69,975)		(69,975)		—
Equity, December 31, 2023	1,755	155,185	4,973,951		(21,147)		1,640,704		6,593,508		1,347,575
Net activity from contributions and unearned compensation	5	82	5,657		—		—		5,657		34,815
Allocated net income for the period	—	—	21,080		—		67,516		88,596		2,400
Distributions	—	—	(617,695)		—		—		(617,695)		(73,485)
Conversion of redeemable partnership units	2	1,146	40,564		—		—		40,564		(40,564)
Adjustment to reflect redeemable partnership units at redemption value	—	—	(105,663)		—		—		(105,663)		105,663
Effective portion of interest rate contracts	—	—	—		8,262		—		8,262		940
Amortization of interest rate contracts	—	—	—		10,813		576		11,389		1,229
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	—	—	74,091		—		302,453		376,544		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(77,704)		(77,704)		—
Equity, December 31, 2024	1,762	156,413	4,391,985		(2,072)		1,933,545		6,323,458		1,378,573


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (in thousands)
	Units		Capital
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units
	General Partner	Limited Partner	Partners’ Capital (General and Limited Partners)		Accumulated Other Comprehensive Loss		Noncontrolling Interests - Property Partnerships		Total Capital		Noncontrolling Interests - Redeemable Partnership Units
Net activity from contributions and unearned compensation	2	80	6,924		—		—		6,924		38,973
Allocated net income for the period	—	—	289,090		—		75,181		364,271		32,014
Distributions	—	—	(532,220)		—		—		(532,220)		(62,154)
Conversion of redeemable partnership units	4	287	9,113		—		—		9,113		(9,113)
Adjustment to reflect redeemable partnership units at redemption value	—	—	104,372		—		—		104,372		(104,372)
Effective portion of interest rate contracts	—	—	—		(17,646)		—		(17,646)		(1,955)
Amortization of interest rate contracts	—	—	—		6,797		576		7,373		753
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		—
Distributions to noncontrolling interests in property partnerships	—	—	—		—		(83,129)		(83,129)		—
Equity, December 31, 2025	1,768	156,780	$	4,230,155	$	(12,921)	$	1,970,949	$	6,188,183	$	1,272,719

The accompanying notes are an integral part of these consolidated financial statements.


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income	$	396,285	$	90,996	$	298,432
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	905,301		880,383		823,805
Impairment losses	82,890		13,615		—
Amortization of right of use assets - operating leases	264		2,262		1,940
Amortization of sales type lease	(989)		(992)		—
Non-cash compensation expense	44,334		43,949		51,478
Loss from unconsolidated joint ventures	103,560		343,177		239,543
Distributions of net cash flow from operations of unconsolidated joint ventures	58,424		33,861		24,637
Gains from investments in securities	(5,481)		(4,416)		(5,556)
Allowance for current expected credit losses	(1,133)		78		373
Non-cash portion of interest expense	32,247		37,143		30,523
Loss from early extinguishments of debt	338		—		—
Gains on sales of real estate	(179,322)		(602)		(517)
Loss on sales-type lease	2,490		—		—
Unrealized (gain) loss on non-real estate investments	346		(546)		(239)
Change in assets and liabilities:
Tenant and other receivables, net	32,507		13,716		(31,470)
Accrued rental income, net	(101,878)		(97,609)		(99,539)
Prepaid expenses and other assets	(4,148)		(5,384)		(7,336)
Right of use assets - operating lease	—		(750)		(25,640)
Lease liabilities - operating leases	(3,545)		(202)		(121)
Accounts payable and accrued expenses	27,161		(2,395)		41,696
Accrued interest payable	(2,743)		(5,647)		29,910
Other liabilities	(19,133)		12,826		7,267
Tenant leasing costs	(122,618)		(118,962)		(77,666)
Total adjustments	848,872		1,143,505		1,003,088
Net cash provided by operating activities	1,245,157		1,234,501		1,301,520
Cash flows from investing activities:
Acquisitions of real estate	(55,864)		(35,366)		—
Construction in progress	(683,750)		(651,346)		(525,963)
Building, pre-development and other capital improvements	(216,687)		(189,667)		(171,424)
Tenant improvements	(338,808)		(258,312)		(310,925)
Proceeds from sales of real estate	682,514		602		517
Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash)	—		6,086		(13,155)

Capital contributions to unconsolidated joint ventures	(258,752)		(132,096)		(192,650)
Capital distributions from unconsolidated joint ventures	172,662		28,325		32,787
Investment in non-real estate investments	(3,538)		(2,500)		(2,187)
Issuance of note receivables (including related party)	(22,861)		(3,258)		(12,177)
Proceeds from note receivables (including related party)	80,000		—		—
Investments in securities, net	558		136		1,496
Net cash used in investing activities	(644,526)		(1,237,396)		(1,193,681)


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Cash flows from financing activities:
Proceeds from mortgage notes payable	—		—		600,000
Repayments of mortgage notes payable	(4,251)		(4,780)		—
Proceeds from unsecured senior notes	—		849,671		747,727
Repayment / redemption of unsecured senior notes	(850,000)		(700,000)		(500,000)
Proceeds from unsecured exchangeable senior notes	1,000,000		—		—
Borrowings on unsecured line of credit	865,000		—		—
Repayments of unsecured line of credit	(865,000)		—		—
Borrowings on unsecured term loans	700,000		—		1,200,000
Repayment of unsecured term loans	(700,000)		(500,000)		(730,000)
Payments on finance lease obligations	(13,662)		(12,547)		—
Borrowings on commercial paper program	8,656,025		5,363,333		—
Repayments on commercial paper program	(8,406,025)		(4,863,333)		—
Deferred financing costs	(39,641)		(12,235)		(19,416)
Capped call transactions premium	(35,000)		—		—
Net activity from equity transactions	(435)		(1,731)		367
Distributions	(643,107)		(689,870)		(687,809)
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships	84,268		374,720		227,022
Distributions to noncontrolling interests in property partnerships	(83,129)		(77,704)		(69,975)
Acquisition of noncontrolling interests in property partnerships	(43,604)		—		—
Net cash provided by (used in) financing activities	(378,561)		(274,476)		767,916
Net increase (decrease) in cash and cash equivalents and cash held in escrows	222,070		(277,371)		875,755
Cash and cash equivalents and cash held in escrows, beginning of period	1,335,196		1,612,567		736,812
Cash and cash equivalents and cash held in escrows, end of period	$	1,557,266	$	1,335,196	$	1,612,567

Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period	$	1,254,882	$	1,531,477	$	690,333
Cash held in escrows, beginning of period	80,314		81,090		46,479
Cash and cash equivalents and cash held in escrows, beginning of period	$	1,335,196	$	1,612,567	$	736,812

Cash and cash equivalents, end of period	$	1,478,206	$	1,254,882	$	1,531,477
Cash held in escrows, end of period	79,060		80,314		81,090
Cash and cash equivalents and cash held in escrows, end of period	$	1,557,266	$	1,335,196	$	1,612,567

Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)	$	677,156	$	676,067	$	553,989
Interest capitalized	$	50,626	$	41,976	$	42,633

Non-cash investing and financing activities:
Write-off of fully depreciated real estate	$	(155,440)	$	(112,074)	$	(133,844)

Change in real estate included in accounts payable and accrued expenses	$	11,910	$	(50,891)	$	3,668
Right of use assets obtained in exchange for lease liabilities - operating lease	$	—	$	30,631	$	141,179
Right of use assets obtained in exchange for lease liabilities - finance lease	$	—	$	—	$	163,056


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year ended December 31,
	2025		2024		2023
Lease liability - finance lease reversal for re-assessment event	$	—	$	(38,491)	$	—
Right of use asset - finance lease reversal for re-assessment event	$	—	$	(28,962)	$	—
Non-cash contributions from noncontrolling interests in property partnerships, net	$	(2,557)	$	92,631	$	17,519
Capitalized operating lease costs	$	8,732	$	30,195	$	12,580
Construction in progress from prepaid expenses and other assets	$	—	$	—	$	25,577
Investment in unconsolidated joint ventures eliminated upon consolidation	$	—	$	(11,834)	$	183,817
Mortgage notes payable recorded upon consolidation	$	—	$	207,093	$	300,000
Mortgage note payable converted to unsecured term loan	$	—	$	100,000	$	—
Real estate and intangibles recorded upon consolidation	$	—	$	(220,015)	$	(490,720)
Interest rate swaps recorded upon consolidation	$	—	$	—	$	(7,337)
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	$	—	$	—
Distributions declared but not paid	$	123,753	$	172,486	$	171,176
Conversions of redeemable partnership units to partners’ capital	$	9,113	$	40,564	$	3,794
Issuance of restricted securities to employees and non-employee directors	$	75,641	$	43,360	$	48,141

The accompanying notes are an integral part of these consolidated financial statements.

BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at December 31, 2025, owned an approximate 89.7% (89.7% at December 31, 2024) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include:

common units of partnership interest (also referred to as “OP Units”) and
long term incentive units of partnership interest (also referred to as “LTIP Units”)

Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to covenants agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that BXP owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and it has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”), (2) 2013 - 2025 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”) and (3) 2025 outperformance plan awards (“2025 OPP Units”) (see Note 15), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit. The measurement periods for the 2012 OPP Units and the 2013 - 2022 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards. Unless and until they are earned, the rights, preferences and privileges of the 2023 - 2025 MYLTIP Units and 2025 OPP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2022 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2023 - 2025 MYLTIP Units and 2025 OPP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2022 MYLTIP Units), whether vested or not, receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 10, 15 and 17).

Properties

At December 31, 2025, the Company owned or had joint venture interests in a portfolio of 179 commercial real estate properties (the “Properties”) aggregating approximately 52.6 million net rentable square feet of primarily office properties, including eight properties under construction/redevelopment totaling approximately 3.5 million net rentable square feet. At December 31, 2025, the Properties consisted of:

157 office properties (including four properties under construction/redevelopment);
14 retail properties (including one property under construction);
seven residential properties (including three properties under construction); and
one hotel.

All references to acres and square feet in the Notes are unaudited.

Basis of Presentation

The accompanying consolidated financial statements are presented using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving securities of BXP. All majority-owned subsidiaries and joint ventures over which the Company

has financial and operating control and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

Variable Interest Entities (VIEs)

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified 11 entities that are VIEs as of December 31, 2025 and has determined that it is the primary beneficiary for eight of these entities as of December 31, 2025.

Consolidated Variable Interest Entities

As of December 31, 2025, BXP has identified eight consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of (i) the following six in-service properties: 767 Fifth Avenue (the General Motors Building), 7 Times Square, 601 Lexington Avenue, 300 Binney Street, Atlantic Wharf Office Building, 100 Federal Street and (ii) 290 Binney Street, which is currently under development.

The Company consolidates these VIEs because it is the primary beneficiary. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 10).

In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP.

Variable Interest Entities Not Consolidated

As of December 31, 2025, BXP has identified three unconsolidated joint venture entities that are classified as VIEs. The CAB 290 Coles Venture LLC, CAB 290 Coles Holdco LLC, and 17 Hartwell JV LLC joint ventures are VIEs because they do not have sufficient equity at risk. In addition, the Company does not consolidate the entities as it does not have the power to direct the activities that, when taken together, most significantly impact the VIEs’ performance and, therefore, the Company is not considered to be the primary beneficiary.

2. Summary of Significant Accounting Policies

Real Estate

Upon acquisitions of real estate, the Company assesses whether the transaction should be accounted for as an asset acquisition or as a business combination by applying a screen to determine whether the integrated set of assets and activities acquired meets the definition of a business. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. The Company’s acquisitions of real estate or in-substance real estate generally will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

The Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing 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. The Company assesses fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as 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 fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has been immaterial.

The Company records acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Acquired “above-” and “below-market” lease values have been reflected within Prepaid Expenses and Other Assets and Other Liabilities, respectively, in the Company’s Consolidated Balance Sheets. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses.

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, it is more likely than not, that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is subjective and is based in part on assumptions regarding anticipated hold periods, future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates. Any or all of such assumptions could differ materially from actual results in future periods. Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset may be impaired, the Company’s established strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s hold strategy changes or market conditions otherwise dictate a shorter hold, an impairment loss may be recognized, and such loss could be material. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value. During the year ended December 31, 2025, in conjunction with the Company’s strategy to sell non-core assets, the Company evaluated the 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 Note 3). During the year ended December 31, 2024, BXP and BPLP recognized an impairment loss of approximately $13.6 million related to Shady Grove - Parcel 1 (See Note 17).

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” (“ASC 360”) requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and the Company will not have significant continuing involvement following the sale. Discontinued operations presentation applies only to disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). The components of the property’s net income that are reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). The Company generally considers assets to be “held for sale” when the transaction has been approved by BXP’s Board of Directors, or a committee thereof, the property is available for immediate sale in present condition and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable. Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets, and the asset is written down to the lower of carrying value or fair market value, less cost to sell. During the year ended December 31, 2025, Shady Grove - Parcel 1 met the Company’s held for sale policy. This land parcel had no liabilities and its only assets were categorized as Land Held

for Future Development, which is a component of Real Estate on the Consolidated Balance Sheets (See Note 17). The Company did not have any held for sale assets for the year ended December 31, 2024.

Real estate is stated at depreciated cost. A variety of costs are incurred in the acquisition, development and leasing of properties. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. The Company capitalizes acquisition costs that it incurs to effect an asset acquisition and expenses acquisition costs that it incurs to effect a business combination, including legal, due diligence and other closing related costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development. After the determination is made to capitalize a cost, it is allocated to the specific component of the project that benefited from the investment. Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and held available for occupancy and capitalization must cease, involves a degree of judgment. The Company’s capitalization policy on development properties follows the guidance in ASC 835-20 “Capitalization of Interest” and ASC 970 “Real Estate-General.” The costs of land and buildings under development include specifically identifiable costs.

Capitalized costs include pre-construction costs necessary to the development of the property, development costs (including architectural, engineering and design costs), construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. The Company begins the capitalization of costs during the pre-construction period, which it defines as activities that are necessary for the development of the property. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. The Company ceases capitalization on the portion (1) substantially completed, (2) occupied or held available for occupancy, and capitalizes only those costs associated with the portion under construction or (3) if activities necessary for the development of the property have been suspended. Interest costs capitalized for the years ended December 31, 2025, 2024 and 2023 were approximately $50.6 million, $42.0 million and $42.6 million, respectively. Salaries and related costs capitalized for the years ended December 31, 2025, 2024 and 2023 were approximately $17.0 million, $17.2 million and $16.1 million, respectively.

Expenditures for repairs and maintenance are charged to operations as incurred. Significant betterments are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The Company computes depreciation and amortization on properties using the straight-line method based on estimated useful asset lives. The Company allocates the acquisition cost of real estate to its components and depreciates or amortizes these assets (or liabilities) over their useful lives. The amortization of acquired “above-” and “below-market” leases and acquired in-place leases is recorded as an adjustment to revenue and depreciation and amortization, respectively, in the Consolidated Statements of Operations.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:


Land improvements						25 to 40 years
Buildings and improvements						10 to 40 years
Tenant improvements						Shorter of useful life or terms of related lease
Furniture, fixtures, and equipment						3 to 10 years

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments with maturities of three months or less from the date of purchase. The majority of the Company’s cash and cash equivalents are held at major commercial banks which may at times exceed the Federal Deposit Insurance Corporation limit of $250,000.

Cash Held in Escrows

Escrows include amounts established pursuant to various agreements for security deposits, property taxes, insurance and other costs. Escrows also include cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code, as amended (the “Code”), in connection with sales of the Company’s properties.

Investments in Securities

The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. The Company maintains deferred compensation plans that are designed to allow officers and former non-employee directors of BXP to defer a portion of their current compensation on a pre-tax basis and receive a tax-deferred return on the amounts deferred based on the performance of specific investments selected by the officer or non-employee director. The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At December 31, 2025 and 2024, the Company had maintained approximately $44.4 million and $39.4 million, respectively, in separate accounts, that are not restricted as to their use. The Company recognized gains of approximately $5.5 million, $4.4 million and $5.6 million on its investments in the accounts associated with the Company’s deferred compensation plans during the years ended December 31, 2025, 2024 and 2023, respectively. The Company’s categorizes its investments in securities as Level 1 as defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

Non-Real Estate Investments

The Company measures its investments in non-real estate investments, which are primarily environmentally focused investment funds, at the readily determinable fair value of the investment. Changes in the fair value of these non-real estate investments are included in unrealized gain (loss) on non-real estate investments on the Consolidated Statements of Operations. The Company’s non-real estate investments are shown within Prepaid and Other Assets in the Consolidated Balance Sheets and was approximately $10.9 million and $7.1 million at December 31, 2025 and 2024, respectively. The Company recognized a net unrealized gain (loss) of approximately $(0.3) million, $0.5 million and $0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, due to the observable changes in fair value. The non-real estate investments utilize net asset value as a practical expedient.

Tenant and Other Receivables

Tenant and other accounts receivable, other than accrued rents receivable, are expected to be collected within one year.

Notes Receivables

The Company accounts for notes receivables at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan fees and direct costs associated with loans originated by the Company are deferred and amortized using the effective interest method over the term of the note as interest income.

Deferred Charges

Deferred charges include leasing costs and certain financing fees. Leasing costs include acquired intangible in-place lease values and direct and incremental fees and costs incurred in the successful negotiation of leases, including brokerage and other costs which have been deferred and are being amortized on a straight-line basis over the terms of the respective leases. Unamortized leasing costs are charged to expense upon the early termination of the lease. Fully amortized deferred leasing costs are removed from the books upon the expiration of the lease. Financing fees included in deferred charges consist of external fees and costs incurred to obtain the Company’s revolving facility and commercial paper and if applicable, unsecured term loans and construction financing arrangements where there are not sufficient amounts outstanding to report the fees net of the debt liability. Such financing costs have been deferred and are being amortized over the terms of the respective financing and included within interest expense. Unamortized financing costs are charged to expense upon the early repayment or significant modification of the financing. Fully amortized deferred financing costs are removed from the books upon the maturity of the debt.

External fees and costs incurred to obtain mortgage financings and unsecured senior notes have been deferred and are presented as direct deductions from the carrying amounts of the corresponding debt liability. Such financing costs are being amortized over the terms of the respective financing and included within interest expense. Unamortized financing costs are charged to expense upon the early repayment or significant modification of the financing.

Investments in Joint Ventures

The Company consolidates VIEs in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have substantive participating rights. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance, and (2) the obligation to absorb losses and the right to receive the returns from the variable interest entity that could potentially be significant to the VIE. For ventures that are not VIEs, the Company consolidates entities for which it has significant decision making control over the ventures’ operations. The Company’s judgment with respect to its level of influence or control of an entity involves the consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as the managing member.

Accounts of the consolidated entity are included in the accounts of the Company and the noncontrolling interest is reflected on the Consolidated Balance Sheets as a component of equity or in temporary equity between liabilities and equity. Investments in unconsolidated joint ventures are recorded initially at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on the balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated joint ventures over the life of the related asset. Under the equity method of accounting, the net equity investment of the Company is reflected within the Consolidated Balance Sheets, and the Company’s share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, the Company’s recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. The Company may account for cash distributions in excess of its investment in an unconsolidated joint venture as income when the Company is not the general partner in a limited partnership and when the Company has neither the requirement nor the intent to provide financial support to the joint venture. The Company classifies distributions received from equity method investees within its Consolidated Statements of Cash Flows using the nature of the distribution approach, which classifies the distributions received on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities).

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company 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 Company will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value could be calculated using a pending offer from a third-party or discounted cash flows, which are estimates based, in part, on assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, third-party offers, discount rates and capitalization rates that could differ materially from actual results in future periods. During the years ended December 31, 2025, 2024 and 2023, the Company recognized an other-than-temporary impairment loss on its investments in one, three and four joint ventures, respectively, totaling approximately $145.1 million, $341.3 million and $272.6 million, respectively. For a description of the other-than-temporary impairment loss for the year ended December 31, 2025, see Note 6.

To the extent that the Company contributed assets to a joint venture, the Company’s investment in the joint venture was recorded at the Company’s fair value basis in the assets that were contributed to the joint venture. To the extent that the Company’s fair value basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in the Company’s share of equity in net income of the joint venture. In accordance with the provisions of ASC 610-20 “Gains and Losses from the Derecognition of

Nonfinancial Assets” (“ASC 610-20”), the Company will recognize a full gain on both the retained and sold portions of real estate contributed or sold to a joint venture by recognizing its new equity method investment interest at fair value.

The combined summarized financial information of the unconsolidated joint ventures is disclosed in Note 6.

Revenue Recognition

In general, the Company commences lease/rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. Contractual lease/rental revenue is reported on a straight-line basis over the terms of the respective leases. Therefore, the Company recognizes non-cash revenue each reporting period (i.e., the sum of all contractual lease/rental payments due over the term of the lease divided by the number of years in the term). The impact of the straight-line rent adjustment increased revenue by approximately $107.1 million, $105.6 million and $99.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, as the lease/rental revenue recorded exceeded amounts billed. Accrued rental income, as reported on the Consolidated Balance Sheets, represents cumulative lease/rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements.

The Company must estimate the collectability of its accrued rent and accounts receivable balances related to lease revenue. When evaluating the collectability of tenants’ accrued rent and accounts receivable balances, management considers tenants’ creditworthiness, public statements made by the tenant, current economic trends and changes in tenants’ payment patterns, on a lease-by-lease basis. The Company writes-off the tenant’s receivable balance, including the accrued rent receivable, if the Company considers the balances no longer probable of collection. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition claims. If the Company deems the balances no longer probable of collection, the Company writes them off and ceases recognizing lease income, including straight-line rent, unless cash is received. Following a write-off, if (1) the Company subsequently determines that it is probable it will collect substantially all the remaining lessee’s lease payments under the lease term and (2) the lease has not been modified since the write-off, the Company will then reinstate the accrued rent and accounts receivable write-offs, adjusting for the amount related to the period when the lease payments were considered not probable of collection. If the Company’s estimates of collectability differs from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. The credit risk is mitigated by the high quality of the Company’s existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of the Company’s portfolio to identify potential problem tenants.

The Company recognizes acquired in-place “above-” and “below-market” leases at their fair values as rental revenue over the original term of the respective leases. Acquired “above-” and “below-market” lease values have been reflected within Prepaid Expenses and Other Assets and Other Liabilities, respectively, on the Company’s Consolidated Balance Sheets. The impact of the acquired in-place “above-” and “below-market” leases increased revenue by approximately $7.7 million, $5.5 million and $19.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The following table summarizes the scheduled amortization of the Company’s acquired “above-” and “below-market” lease intangibles for each of the five succeeding years (in thousands).


	Acquired Above-Market Lease Intangibles		Acquired Below-Market Lease Intangibles
2026	$	1,236	$	8,847
2027	928		5,648
2028	781		2,419
2029	729		718
2030	473		441

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred (See “Leases” below). The Company receives reimbursements of payroll and payroll-related costs from unconsolidated joint venture entities and third-party property owners in connection with management services contracts which the Company reflects on a gross basis instead of on a net basis as the Company has determined that it is the principal and not the agent under these arrangements in accordance with the guidance in ASC 606 “Revenue from Contracts with Customers” (“ASC 606”).

The Company’s parking revenue is derived primarily from monthly and transient daily parking. In addition, the Company has certain lease arrangements for parking accounted for under the guidance in ASC 842 “Leases” (“ASC 842”). The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied.

Revenue from the Company’s View Boston observatory at The Prudential Center (which is included within Parking and Other Revenue on the Consolidated Statement of Operations) is derived from ticket, special event, food and beverage and merchandise sales. The revenue is recognized when the ticket is used by the purchaser or the special event occurs and when the food and beverage and merchandise are sold.

The Company’s hotel revenue is derived from room rentals and other sources such as charges to guests for telephone service, movie and vending commissions, meeting and banquet room revenue and laundry services. Hotel revenue is recognized as the hotel rooms are occupied and the services are rendered to the hotel customers.

The Company earns management and development fees. Development and management services revenue is earned from unconsolidated joint venture entities and third-party property owners. The Company determined that the performance obligations associated with its development services contracts are satisfied over time and that the Company would recognize its development services revenue under the output method evenly over time from the development commencement date through the substantial completion date of the development management services project due to the stand-ready nature of the contracts. Significant judgments impacting the amount and timing of revenue recognized from the Company’s development services contracts include estimates of total development project costs from which the fees are typically derived and estimates of the period of time until substantial completion of the development project, the period of time over which the development services are required to be performed. The Company recognizes development fees earned from unconsolidated joint venture projects equal to its cost plus profit to the extent of the third party partners’ ownership interest. Property management fees are recorded and earned based on a percentage of collected rents at the properties under management, and not on a straight-line basis, because such fees are contingent upon the collection of rents.

Gains on sales of real estate are recognized pursuant to the provisions included in ASC 610-20. Under ASC 610-20, the Company must first determine whether the transaction is a sale to a customer or non-customer. The Company typically sells real estate on a selective basis and not within the ordinary course of its business and therefore expects that its sale transactions will not be contracts with customers. The Company next determines whether it has a controlling financial interest in the property after the sale, consistent with the consolidation model in ASC 810 “Consolidation” (“ASC 810”). If the Company determines that it does not have a controlling financial interest in the real estate, it evaluates whether a contract exists under ASC 606 and whether the buyer has obtained control of the asset that was sold. The Company recognizes a full gain on sale of real estate when the derecognition criteria under ASC 610-20 have been met. During the year ended December 31, 2025, BXP and BPLP recognized gains on sales of real estate of approximately $176.7 million and $179.3 million, respectively (See Note 3). During the years ended December 31, 2024 and 2023, gains on sales of real estate were related to prior period sales and aggregated approximately $0.6 million and $0.5 million, respectively, for BXP and BPLP.

Leases

Lessee

For leases in which the Company is the lessee (generally ground leases), in accordance with ASC 842 the Company recognizes a right-of-use asset and a lease liability. The Company made the policy election to not apply the requirements of ASC 842 to short-term leases. This policy election is made by class of underlying assets and as described below, the Company considers real estate to be a class of underlying assets, and will not be further delineating it into specific uses of the real estate asset as the risk profiles are similar in nature. For operating leases, the Company will recognize the lease payments it pays in net income on a straight-line basis over the lease term. For finance leases, the Company will recognize interest expense.

The lease liability is equal to the present value of the minimum lease payments in accordance with ASC 842. The Company will use its incremental borrowing rate (“IBR”) to determine the net present value of the minimum lease payments. In order to determine the IBR, the Company utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. The approach required significant judgment. Therefore, the Company utilized different data sets to estimate base IBRs via an analysis of the following weighted-components:

the interpolated rates from yields on outstanding U.S. Treasury issuances for up to 30 years and for years 31 and beyond, longer-term publicly traded educational institution debt issued by high credit quality educational institutions with maturity dates exceeding 31 years,
observable mortgage rates spread over U.S. Treasury issuances, and
unlevered property yields and discount rates.

The Company then applied adjustments to account for considerations related to term and interpolated the IBR.

Lessor

Operating Leases

The Company leases primarily office, life sciences, retail and residential space to tenants. These leases may contain extension and termination options that are predominately at the sole discretion of the tenant, provided certain conditions are satisfied. In a few instances, the leases also provide the tenants with options to purchase the underlying asset, which would be exercisable at fair market value. Also, certain of the Company’s retail leases include rental payments that are based on a percentage of the tenant sales in excess of contractual amounts.

Per ASC 842, lessors do not need to separate nonlease components from the associated lease component if certain criteria are met for each class of underlying assets. The guidance in ASC 842 defines “underlying asset” as “an asset that is the subject of a lease for which a right to use that asset has been conveyed to a lessee. The underlying asset could be a physically distinct portion of a single asset.” The Company considers real estate assets as a class of underlying assets and will not be further delineating it into specific uses of the real estate asset as the risk profiles are similar in nature.

Lease components are elements of an arrangement that provide the customer with the right to use an identified asset. Nonlease components are distinct elements of a contract that are not related to securing the use of the leased asset and revenue is recognized in accordance with ASC 606. The Company considers common area maintenance (CAM) and service income associated with tenant work orders to be nonlease components because they represent delivery of a separate service but are not considered a cost of securing the identified asset. In the case of the Company’s business, the identified asset would be the leased real estate (office, life sciences, retail or residential).

The Company assessed and concluded that the timing and pattern of transfer for nonlease components and the associated lease component are the same. The Company determined that the predominant component was the lease component and as such its leases will continue to qualify as operating leases and the Company has made a policy election to account for and present the lease component and the nonlease component as a single component in the revenue section of the Consolidated Statements of Operations labeled Lease.

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred. The Company recognizes these reimbursements on a gross basis, as the Company obtains control of the goods and services before they are transferred to the tenant.

In addition, in accordance with ASC 842, lessors will only capitalize incremental direct leasing costs.

Sales-Type Leases

Sales-type lease receivables are recognized when a lease qualifies as a sales-type lease. The sales-type lease receivable is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. The Company evaluates its sales-type lease receivable for impairment under the current expected credit loss standard. Interest income is recognized under the effective interest method. The effective interest method produces a constant yield on the sales-type lease receivable over the term of the lease. Income from these leases are classified as Lease Revenue within the Consolidated Statement of Operations.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of shares of Common Stock outstanding during the year. Diluted EPS reflects the potential dilution that could occur from shares issuable in

connection with awards under stock-based compensation plans, including upon the exercise of stock options, and securities of BPLP that are exchangeable for Common Stock.

Earnings Per Common Unit

Basic earnings per common unit is computed by dividing net income available, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of common units outstanding during the year. Diluted earnings per common unit reflects the potential dilution that could occur from units issuable in connection with awards under BXP’s stock-based compensation plans, including upon the exercise of stock options, and conversion of preferred units of BPLP.

Exchangeable Debt

On September 29, 2025, BPLP issued $1.0 billion aggregate principal amount of 2.00% Exchangeable Senior Notes due 2030 (the “Notes”) in a private placement (see Note 7). The Company accounts for the Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (after the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt - Debt and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Contracts in an Entity's Own Equity (“ASU 2020-06”)). The exchange feature embedded within the Notes is eligible for an exception from derivative accounting because it is indexed to BXP’s stock. 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 such, the exchange feature embedded within the Notes meets the equity classification under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, therefore, the exchange feature is not bifurcated.

At each reporting period, the Company calculates the effect of the Notes on its dilutive earnings per common share / common unit using the if-converted method (See Note 13). Concurrently with the pricing of the Notes, the Company entered into capped call transactions (“Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of BXP’s Common Stock initially underlying the Notes. Similar to the exchange feature embedded in the Notes, the Capped Call Transactions meet all the conditions for equity classification, and therefore, the related premiums paid are recorded as a reduction to stockholders' equity for BXP and partners’ capital for BPLP.

Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. Because the Company’s valuations of its financial instruments are based on the Levels as defined in ASC 820 and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates. In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

Non-Recurring Fair Value

The following table presents the Level at which the Company’s non-recurring fair value financial instruments are categorized as defined in ASC 820 as well as the Company’s aggregate carrying value and corresponding estimate of fair value as of December 31, 2025 and December 31, 2024 (in thousands):


		December 31, 2025				December 31, 2024
Level	Financial Instrument	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value


Level 3	Related party note receivable, net	$	28,346	$	28,716	$	88,779	$	89,213
Level 3	Note receivable, net	9,373		9,858		4,947		6,187
Level 3	Sales-type lease receivable, net	15,672		13,911		14,657		13,632
	Total	$	53,391	$	52,485	$	108,383	$	109,032

Level 1	Unsecured senior notes, net (1)	$	9,806,100	$	9,554,844	$	10,645,077	$	10,005,606
Level 1	Unsecured exchangeable senior notes, net (1)	976,263		958,745		—		—
Level 1	Unsecured commercial paper	750,000		750,000		500,000		500,000
	Subtotal	$	11,532,363	$	11,263,589	$	11,145,077	$	10,505,606

Level 3	Mortgage notes payable, net	$	4,280,067	$	4,010,151	$	4,276,609	$	3,808,095
Level 3	Unsecured line of credit	—		—		—		—
Level 3	Unsecured term loan, net	797,053		805,687		798,813		799,580
	Subtotal	$	5,077,120	$	4,815,838	$	5,075,422	$	4,607,675
	Total	$	16,609,483	$	16,079,427	$	16,220,499	$	15,113,281

(1)If trading volume for the period is low, the valuation could be categorized as Level 2.

During the year ended December 31, 2025, the Company evaluated the consolidated properties that had been approved by BXP’s Board of Directors, or a committee thereof, for sale to third-parties. Based on shorter-than-expected hold periods, the Company reduced the carrying values of the properties that exceeded their fair value and recognized non-cash impairment losses (See Note 3). As a result, during the year ended December 31, 2025, BXP and BPLP recognized aggregate impairment losses of approximately $85.8 million and $82.9 million, respectively. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820, including pending offers from third-parties, as pending offers are classified as Level 3 inputs and there were no other unobservable inputs utilized in the consolidated impairment analysis. During the year ended December 31, 2024, BXP and BPLP recognized impairment losses of approximately $13.6 million. There were no impairment losses that occurred during the year ended December 31, 2023.

Recurring Fair Value

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 8). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The fair value of the Company’s interest rate swap agreements is shown within Prepaid and Other Assets or Other Liabilities on the Consolidated Balance Sheets.

The following table presents the aggregate fair value of the Company’s interest rate swaps as of December 31, 2025 and December 31, 2024 (in thousands):


Fair value						December 31, 2025						December 31, 2024
Interest rate swaps						$	(8,283)					$	5,252

Derivative Instruments and Hedging Activities

Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the Consolidated Statements of Operations as a component of net income or as a component of comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity. In general, the Company accounts for both the effective and ineffective portions of changes in the fair value of a derivative in other comprehensive income (loss) and subsequently reclassifies the fair value of the derivative to earnings over the term that the hedged transaction affects earnings and in the same line item as the hedged transaction within the statements of operations.

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $600.0 million interest rate cap. The Company did not elect hedge accounting and as such any change in market value will be recognized in the Consolidated Statement of Operations. The Company recognized a loss from interest rate contracts of approximately $79,000 for the year ended December 31, 2023 due to the observable changes in fair value of these derivatives. The Company did not recognize any losses during the years ended December 31, 2025 nor December 31, 2024.

Stock-Based Employee Compensation Plans

At December 31, 2025, the Company had a stock-based employee compensation plan. The Company accounts for the plan under the guidance in ASC 718 “Compensation – Stock Compensation” (“ASC 718”), which revised the fair value based method of accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards and clarified previous guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates include such items as depreciation and allowances for doubtful accounts. Actual results could differ from those estimates.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as a pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates. Actual results may differ from these estimates under different assumptions or conditions.

BXP

Equity Offering Costs

Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in capital.

Treasury Stock

BXP’s share repurchases are reflected as treasury stock utilizing the cost method of accounting and are presented as a reduction to consolidated stockholders’ equity.

Dividends

Earnings and profits, which determine the taxability of dividends to stockholders, will differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of gains/losses on the sale of real property, revenue and expense recognition, compensation expense, and in the estimated useful lives and basis used to compute depreciation.

The tax treatment of common dividends per share for federal income tax purposes is as follows:


	For the year ended December 31,
	2025					2024					2023
	Per Share			%		Per Share			%		Per Share			%
Ordinary income	$	2.35		64.52	%	$	3.22		88.29	%	$	3.04		72.98	%
Capital gain income	1.29			35.48	%	0.03			0.79	%	1.12			27.02	%
Return of capital	—			—	%	0.40			10.92	%	—			—	%
Total	$	3.64	(1)	100.00	%	$	3.65	(2)	100.00	%	$	4.16	(3)	100.00	%

(1)The fourth quarter 2025 regular quarterly dividend was $0.70 per common share, all of which was allocated to 2026.

(2)The fourth quarter 2024 regular quarterly dividend was $0.98 per common share, all of which was allocated to 2025.

(3)The fourth quarter 2023 regular quarterly dividend was $0.98 per common share, of which approximately $0.27 per common share was allocated to 2023 and approximately $0.71 per common share was allocated to 2024.

Income Taxes

BXP has elected to be treated as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 1997. As a result, it generally will not be subject to federal corporate income tax on its taxable income that is distributed to its stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable income (with certain adjustments). BXP’s policy is to distribute at least 100% of its taxable income. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to BXP’s consolidated taxable REIT subsidiaries. BXP’s taxable REIT subsidiaries did not have significant tax provisions or deferred income tax items. BXP has no uncertain tax positions recognized as of December 31, 2025 and 2024. At December 31, 2025, BXP’s tax returns for 2022 and subsequent years remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Company owns a hotel property that it leases to one of its taxable REIT subsidiaries and that is managed by Marriott International, Inc. The hotel taxable REIT subsidiary, a wholly owned subsidiary of BPLP, is the lessee pursuant to the lease for the hotel property. As lessor, BPLP is entitled to a percentage of gross receipts from the hotel property. Marriott International, Inc. continues to manage the hotel property under the Marriott name and under terms of a management agreement. The hotel taxable REIT subsidiary is subject to tax at the federal and state level and, accordingly, if applicable, BXP has recorded a tax provision in its Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023.

Certain entities included in BXP’s consolidated financial statements are subject to certain state and local taxes. These taxes are recorded as operating expenses in the accompanying consolidated financial statements.

BPLP

Income Taxes

The partners are required to report their respective share of BPLP’s taxable income or loss on their respective tax returns and are liable for any related taxes thereon. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to BPLP’s consolidated taxable REIT subsidiaries. BPLP’s taxable REIT subsidiaries did not have significant tax provisions or deferred income tax items. BPLP has no uncertain tax positions recognized as of December 31, 2025 and 2024. At December 31, 2025, BPLP’s tax returns for 2022 and subsequent years remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Company owns a hotel property which is managed through a taxable REIT subsidiary. The hotel taxable REIT subsidiary, a wholly owned subsidiary of BPLP, is the lessee pursuant to the lease for the hotel property. As lessor, BPLP is entitled to a percentage of gross receipts from the hotel property. Marriott International, Inc. continues to manage the hotel property under the Marriott name and under terms of a management agreement. The hotel taxable REIT subsidiary is subject to tax at the federal and state level and, accordingly, if applicable, BPLP has recorded a tax provision in its Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023.

Certain entities included in BPLP’s consolidated financial statements are subject to certain state and local taxes. These taxes are recorded as operating expenses in the accompanying consolidated financial statements.

Newly Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”): ASU 2024-03 will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions. The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement. Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact that ASU 2024-03 may have on the Company’s Consolidated Financial Statements and footnotes.

3. Real Estate

Real estate consisted of the following at December 31, 2025 and December 31, 2024 (in thousands):


	BXP				BPLP
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Land	$	5,243,760	$	5,318,724	$	5,151,246	$	5,224,015
Right of use assets - finance leases	372,470		372,922		372,470		372,922
Right of use assets - operating leases	325,841		334,767		325,841		334,767
Land held for future development (1)	518,492		714,050		518,492		714,050
Buildings and improvements	16,908,060		17,149,702		16,643,092		16,878,146
Tenant improvements	4,042,150		3,866,371		4,042,150		3,866,371
Furniture, fixtures and equipment	54,160		57,136		54,160		57,136
Construction in progress	1,475,257		764,640		1,475,257		764,640
Total	28,940,190		28,578,312		28,582,708		28,212,047
Less: Accumulated depreciation	(8,040,311)		(7,528,057)		(7,906,629)		(7,397,882)
	$	20,899,879	$	21,050,255	$	20,676,079	$	20,814,165

(1)Includes pre-development costs.

Development

On January 16, 2025, the Company partially placed in-service Reston Next Retail, a retail project with approximately 30,000 net rentable square feet located in Reston, Virginia.

On March 31, 2025, the Company commenced the redevelopment of 1050 Winter Street, an approximately 162,000 net rentable square foot office property located in Waltham, Massachusetts. On July 1, 2025, the property was completed and fully placed in-service.

On July 17, 2025, the Company completed and fully placed in-service Reston Next Office Phase II, an approximately 87,000 net rentable square foot property comprised of office and retail space located in Reston, Virginia.

On July 31, 2025, the Company elected to commence vertical construction of 343 Madison Avenue (See Note 10). 343 Madison Avenue is an approximately 46-story, 930,000 rentable square feet office development located in New York City, New York with direct access to Grand Central Station.

Acquisition

On December 15, 2025, the Company completed the acquisition of 2100 M Street, located in Washington, D.C., for a purchase price, including transaction costs, of approximately $55.9 million. The acquisition was completed with available cash and the purchase price was allocated entirely to land. 2100 M Street is a vacant office building situated on approximately 1.0 acre of land. The Company intends to redevelop 2100 M Street into an approximately 320,000 rentable square feet office building, including approximately 10,000 rentable square feet of retail space.

Dispositions

During the years ended December 31, 2025, 2024 and 2023, BXP recognized gains on sales of real estate of approximately $176.7 million, $0.6 million and $0.5 million, respectively, and BPLP recognized gains on sales of real estate of approximately $179.3 million, $0.6 million and $0.5 million, respectively.

The following table represents the assets that were sold during the year ended December 31, 2025 (dollars in thousands):


				Gross Sales Price		Net Cash Proceeds		Gain on Sale (1)
Property	Location	Date Disposed	Square Feet			BXP		BPLP
Land:
17 Hartwell Avenue (2)	Lexington, MA	June 27, 2025	30,000	$	21,840	$	21,840	$	18,390	$	18,489
Land Parcels at New Dominion Technology Park	Fairfax County, VA	October 15, 2025	N/A	250		248		248		248
Almaden Boulevard	San Jose, CA	October 17, 2025	N/A	13,500		12,659		124		124
Land Parcels at Broad Run	Loudoun County, VA	December 1, 2025	N/A	37,500		36,613		35,418		35,418
3625 Peterson Way	San Jose, CA	December 11, 2025	N/A	90,000		78,908		10,662		10,662
			30,000	163,090		150,268		64,842		64,941
Residential:
Proto Kendall Square	Cambridge, MA	December 18, 2025	166,700	171,500		169,413		53,276		53,276
Signature at Reston Town Center	Reston, VA	December 19, 2025	517,800	236,000		234,327		49,584		49,584
			684,500	407,500		403,740		102,860		102,860
Office:
140 Kendrick Street	Needham, MA	December 17, 2025	409,200	132,000		128,506		7,306		9,796
			409,200	132,000		128,506		7,306		9,796
Total Dispositions			1,123,700	$	702,590	$	682,514	$	175,008	$	177,597

(1)Excludes approximately $1.7 million of gains for each of BXP and BPLP, which are primarily related to sales that occurred in prior periods. With the exception of Almaden Boulevard, the fair value of the real estate disposed exceeded the carrying value (see “Impairments” below).

(2)The Company entered into a joint venture with a third-party to redevelop, own and operate this property. The Company sold the land to the joint venture for approximately $21.8 million in cash. Upon formation of the joint venture, the Company ceased accounting for the property on a consolidated basis and began accounting for the joint venture on an unconsolidated basis using the equity method of accounting, as it does not have a controlling financial or operating interest in the joint venture (See Note 6). The building has been demolished.

Impairments

During the year ended December 31, 2025, in conjunction with the Company’s strategy to sell non-core assets, the Company evaluated the properties that had been approved by BXP’s Board of Directors, or a committee thereof, for sale to third-parties (See Note 2). As a result, BXP and BPLP recognized impairment losses of approximately $85.8 million and $82.9 million, respectively, during the year ended December 31, 2025. The impairment losses consisted of the following (in thousands):


Property	Location	Property Type	BXP		BPLP
Almaden Boulevard	San Jose, CA	Land	$	25,515	$	25,515
1330 Connecticut Avenue	Washington, DC	Office	20,358		17,461
North First Business Park (1)	San Jose, CA	Office	14,971		14,955
Shady Grove – Parcel 3	Rockville, MD	Land	13,913		13,913
Springfield Metro Center	Springfield, VA	Land	11,046		11,046
			$	85,803	$	82,890

(1)See Note 17.

During the year ended December 31, 2024, BXP and BPLP recognized impairment losses of approximately $13.6 million. There were no impairment losses that occurred during the year ended December 31, 2023.

4. Leases

Lessee

The following table provides lease cost information for the Company’s operating and finance leases for the years ended December 31, 2025, 2024 and 2023 (in thousands):


	Year ended December 31,
Lease costs	2025		2024		2023
Operating lease costs (1)	$	14,620	$	14,583	$	14,451
Finance lease costs
Amortization of right of use asset (2)	$	2,937	$	3,093	$	2,821
Interest on lease liabilities (3)	$	21,849	$	13,374	$	13,747

(1)One of the operating leases relates to an asset that was in development for the year ended December 31, 2025, and predevelopment for the year ended December 31, 2024 and a portion of the year ended December 31, 2023. As such, the operating lease costs were capitalized.

(2)The finance leases relate to either land, buildings or assets that are/were in development. For land leases classified as finance leases because of a purchase option that the Company views as an economic incentive, the Company follows its existing policy and does not depreciate land because it is assumed to have an indefinite life. For all other finance leases, the Company would amortize the right of use asset over the shorter of the useful life of the asset or the lease term. If the finance lease relates to a property under development, the amortization of the right of use asset may be eligible for capitalization. For assets under development, depreciation may commence once the asset is placed in-service and depreciation would be recognized in accordance with the Company’s policy.

(3)One of the finance leases relates to an asset under development for a portion of the year ended December 31, 2023. As such, a portion of the interest amount was capitalized. There were no finance leases related to assets under development for the years ended December 31, 2024 and 2025.

The following table provides other quantitative information for the Company’s operating and finance leases as of December 31, 2025 and December 31, 2024:


Other information	December 31, 2025		December 31, 2024
Operating Leases (1)
Number of cancelable leases	—		1
Number of non-cancelable leases	6		5
Longest lease expiration date	7/1/2125		7/1/2125
Weighted-average remaining lease term (in years)	71		72
Weighted-average discount rate	6.6	%	6.5	%
Finance Leases
Number of cancelable leases	—		—
Number of non-cancelable leases	5		5
Longest lease expiration date	11/1/2094		11/1/2094
Weighted-average remaining lease term (in years)	61		61
Weighted-average discount rate	6.2	%	6.2	%

(1)The Company has ground leases that are subject to variable payments and extension options. None of the leases contain residual value guarantees.

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2025 (in thousands):


	Operating		Finance
2026	$	28,998	$	31,686
2027	17,807		32,434
2028 (1)	40,762		118,252
2029	22,428		10,793
2030	21,149		10,995
Thereafter	3,705,092		1,320,418
Total lease payments	3,836,236		1,524,578
Less:
Interest portion	3,447,023		1,164,539
Present value of lease payments	$	389,213	$	360,039

(1)Operating lease payments in 2028 include an approximately $25.1 million final rental payment related to a ground lease the Company is reasonably certain it will commence construction on in 2028. Finance lease payments in 2028 include approximately $105.3 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground leases. There can be no assurance that the Company will ultimately commence construction on the ground lease site or exercise its ground lease purchase option on the schedule currently contemplated or at all.

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2024 (in thousands):


	Operating		Finance
2025	$	40,451	$	30,801
2026	34,155		33,280
2027	10,635		32,768
2028 (1)	40,462		118,252
2029	21,710		10,793
Thereafter	3,527,328		1,331,413
Total lease payments	3,674,741		1,557,307
Less:
Interest portion	3,282,055		1,186,422
Present value of lease payments	$	392,686	$	370,885

(1)Operating lease payments in 2028 includes an approximately $25.1 million final rental payment related to a ground lease the Company is reasonably certain it will commence construction on in 2028. Finance lease payments in 2028 include approximately $105.3 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground leases. There can be no assurance that the Company will ultimately commence construction on the ground lease site or exercise its ground lease purchase option on the schedule currently contemplated or at all.

Lessor

Operating Leases

The following table summarizes the components of lease revenue recognized during the years ended December 31, 2025, 2024 and 2023 included within the Company's Consolidated Statements of Operations (in thousands):


	Year ended December 31,
Lease Revenue	2025		2024		2023
Fixed contractual payments	$	2,644,155	$	2,605,272	$	2,503,106
Variable lease payments	590,743		570,541		550,641
Sales-type lease	1,109		992		926
	$	3,236,007	$	3,176,805	$	3,054,673

The future contractual lease payments to be received (excluding operating expense reimbursements and percentage rent) by the Company as of December 31, 2025, under non-cancelable operating leases which expire on various dates through 2050 (in thousands):


Years Ending December 31,
2026	$	2,543,021
2027	2,626,022
2028	2,565,897
2029	2,426,161
2030	2,299,682
Thereafter	14,485,854

No single tenant represented more than 10.0% of the Company’s total lease revenue for any of the years ended December 31, 2025, 2024 and 2023.

Sales-type Lease

For the years ended December 31, 2025, 2024 and 2023, the Company had one non-cancelable ground lease obligation, as lessor, that is classified as a sales-type lease with an expiration date in 2119. The Company recognized approximately $1.0 million, $1.0 million and $0.9 million of interest income that is recorded in lease revenue on its Consolidated Statement of Operations for the year ended December 31, 2025, 2024 and 2023, respectively.

The following table provides the future contractual payments to be received as of December 31, 2025 (in thousands):


	December 31, 2025
2026	$	367
2027	755
2028	775
2029	795
2030	815
Thereafter	265,865
Total lease payments to be received	269,372
Less:
Interest portion	253,443
Sales-type lease receivable	15,929
Unguaranteed residual asset	24
Current expected credit loss adjustment	(281)
Sales-type lease receivable, net	$	15,672

The following table provides the future contractual payments to be received as of December 31, 2024 (in thousands):


	December 31, 2024
2025	$	124
2026	321
2027	754
2028	775
2029	793
Thereafter	266,745
Total lease payments to be received	269,512
Less:
Interest portion	254,589
Sales-type lease receivable	14,923
Unguaranteed residual asset	19
Current expected credit loss adjustment	(285)
Sales-type lease receivable, net	$	14,657

5. Deferred Charges

Deferred charges consisted of the following at December 31, 2025 and 2024 (in thousands):


	December 31, 2025		December 31, 2024
Leasing costs, including lease related intangibles	$	1,333,146	$	1,261,035
Financing costs	32,612		21,797
	1,365,758		1,282,832
Less: Accumulated amortization	(518,068)		(469,487)
	$	847,690	$	813,345

The following table summarizes the scheduled amortization of the Company’s acquired in-place lease intangibles for each of the five succeeding years (in thousands).


	Acquired In-Place Lease Intangibles
2026	$	32,746
2027	25,970
2028	16,045
2029	8,717
2030	6,601

6. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at December 31, 2025 and December 31, 2024:


					Carrying Value of Investment (1)
Entity	Properties	Nominal % Ownership			December 31, 2025		December 31, 2024
					(in thousands)
Square 407 Limited Partnership	Market Square North	50.00	%	(2)	$	—	$	(11,924)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure	33.33	%	(3)	29,085		29,775
500 North Capitol Venture LLC	500 North Capitol Street, NW	30.00	%		(12,655)		(11,696)
501 K Street LLC	1001 6th Street	50.00	%		45,724		45,903
Podium Venture LLC	The Hub on Causeway - Podium	50.00	%	(4)	54,742		42,310
Residential Tower Developer LLC	Hub50House	50.00	%		33,942		42,493
Hotel Tower Developer LLC	The Hub on Causeway - Hotel Air Rights	50.00	%		12,021		14,271
Office Venture LLC	100 Causeway Street	50.00	%	(4)	48,924		55,810
1265 Main Office JV LLC	1265 Main Street	50.00	%		3,091		3,476
BNY Tower Holdings LLC	Dock 72	50.00	%	(5)	83,547		(9,889)
CA-Colorado Center, LLC	Colorado Center	50.00	%		69,959		65,000
7750 Wisconsin Avenue LLC	7750 Wisconsin Avenue	50.00	%		47,144		48,423
BP-M 3HB Venture LLC	3 Hudson Boulevard	25.00	%		109,451		112,771
Platform 16 Holdings LP	Platform 16	55.00	%		58,561		56,265
Gateway Portfolio Holdings LLC	Gateway Commons	50.00	%	(6)	125,576		272,000
Rosecrans-Sepulveda Partners 4, LLC	Beach Cities Media Campus	50.00	%	(7)	272		27,051
Safeco Plaza REIT LLC	Safeco Plaza	33.67	%	(8)	(2,557)		—
360 PAS Holdco LLC	360 Park Avenue South	71.11	%	(9)	104,778		74,592
PR II/BXP Reston Gateway LLC	Skymark - Reston Next Residential	20.00	%		14,506		14,844
751 Gateway Holdings LLC	751 Gateway	49.00	%	(10)	—		99,701
200 Fifth Avenue JV LLC	200 Fifth Avenue	26.69	%		74,747		70,673
ABXP Worldgate Investments LLC	13100 and 13150 Worldgate Drive	50.00	%		21,995		18,225
CAB 290 Coles Venture LLC	290 Coles Street - Common Equity	19.46	%	(11)	19,928		N/A
CAB 290 Coles Holdco LLC	290 Coles Street - Preferred Equity	—	%	(11)(12)	30,362		N/A
17 Hartwell Avenue JV LLC	17 Hartwell Avenue	20.00	%	(11)	10,567		N/A
					$	983,710	$	1,060,074

(1)Investments with deficit balances aggregating approximately $15.6 million and $33.5 million at December 31, 2025 and December 31, 2024, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2)On November 10, 2025, the Company completed the sale of its ownership interest in the joint venture.

(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.

(4)In conjunction with the execution of the mortgage loan on September 30, 2025 (described below), Podium Venture LLC and Office Venture LLC were created for structuring purposes and did not change any of the partner rights previously held by the partners of Podium Developer LLC or Office Tower Developer LLC, respectively.

(5)This investment includes net equity balances from the amenity joint venture. The amenity joint venture had a deficit balance of approximately $0.4 million at December 31, 2025.

(6)During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment. On January 2, 2026, the Company completed the sale of its ownership interest in the joint venture (See Note 17).

(7)On September 17, 2025, the joint venture completed the sale of the land parcel.

(8)The Company’s ownership includes (1) a 33.0% direct interest in the joint venture, and (2) an additional 1.0% interest in each of the two entities through which each partner owns its interest in the joint venture.

(9)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional 35.02% indirect ownership in the joint venture, and (3) an additional 1.0% interest in the entity through which the partner owns its interest in the joint venture.

(10)On December 30, 2025, the joint venture completed the sale of the property.

(11)This entity is a VIE (See Note 2).

(12)The Company agreed to fund up to $65.0 million of the required capital through its preferred equity investment. The Company’s preferred equity investment will earn and accrue a 13.0% internal rate of return (“IRR”) and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, one or more partners could be entitled to receive an additional promoted interest or payments.

The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows:


	December 31, 2025		December 31, 2024
	(in thousands)
ASSETS
Real estate and development in process, net (1) (2)	$	4,786,058	$	5,748,198
Other assets (3)	672,776		703,096
Total assets	$	5,458,834	$	6,451,294
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net	$	2,905,065	$	3,206,723
Other liabilities (4)	189,125		292,125
Members’/Partners’ equity	2,364,644		2,952,446
Total liabilities and members’/partners’ equity	$	5,458,834	$	6,451,294
Company’s share of equity	$	1,084,806	$	1,344,543
Basis differentials (2) (5)	(101,096)		(284,469)
Carrying value of the Company’s investments in unconsolidated joint ventures (6)	$	983,710	$	1,060,074

(1)At December 31, 2025 and December 31, 2024, this amount included right of use assets - operating leases totaling approximately $17.9 million and $19.0 million, respectively.

(2)During the year ended December 31, 2025, the joint ventures that own Safeco Plaza and Gateway Commons recognized property level impairment losses in accordance with ASC 360 (See Note 2). In prior periods, the Company had impaired its equity method investment to the estimated fair value for these joint ventures and therefore this is recognized as a basis difference.

(3)At December 31, 2025 and December 31, 2024, this amount included sales-type lease receivable, net totaling approximately $14.4 million and $14.1 million, respectively.

(4)At December 31, 2025 and December 31, 2024, this amount included lease liabilities - operating leases totaling approximately $30.5 million.

(5)This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, impairments at the property level, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. During the year ended December 31, 2025, the joint ventures that own Gateway Commons and Safeco Plaza recognized property level impairments of approximately $425.8 million and $319.5 million, respectively. During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment in Gateway Commons of approximately $145.1 million. During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The Company’s basis differences include:


	December 31, 2025		December 31, 2024
Property	(in thousands)
Colorado Center	$	131,356	$	127,632
200 Fifth Avenue	48,289		49,656
Gateway Commons	(700)		(74,500)
Safeco Plaza	32,905		(75,576)
Dock 72	(88,420)		(92,054)
360 Park Avenue South	(110,815)		(113,265)
Platform 16	(142,677)		(142,698)
Other basis differentials	28,966		36,336
Total basis differentials	$	(101,096)	$	(284,469)

These basis differentials (excluding land, which does not depreciate) will be amortized over the remaining lives of the related assets and liabilities.

(6)Investments with deficit balances aggregating approximately $15.6 million and $33.5 million at December 31, 2025 and December 31, 2024, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows:


	Year ended December 31,
		2025		2024		2023
		(in thousands)
Total revenue (1)		$	507,979	$	507,678	$	612,589
Expenses
Operating		223,067		204,625		239,947
Transaction costs		233		456		301
Depreciation and amortization		173,310		160,756		197,228
Total expenses		396,610		365,837		437,476
Other income (expense)
Losses from early extinguishment of debt		(171)		—		(3)
Interest expense		(172,915)		(176,994)		(227,537)
Unrealized gain (loss) on derivative instruments		(14,351)		5,570		(6,582)
Gain on sales-type lease		—		—		2,737
Gains on sales of real estate (2)		72,818		—		—
Impairment losses on real estate (3)		(745,224)		—		—
Net loss		$	(748,474)	$	(29,583)	$	(56,272)

Company’s share of net loss		$	(312,810)	$	(10,912)	$	(19,599)

Gain on investment (4)		—		—		35,756
Gain on sale / consolidation (5)		24,261		21,696		28,412
Impairment loss on investment (6)		(145,133)		(341,338)		(272,603)
Basis differential (3) (7)		330,122		(12,623)		(11,509)
Loss from unconsolidated joint ventures		$	(103,560)	$	(343,177)	$	(239,543)

(1)Includes straight-line rent adjustments of approximately $12.1 million, $13.7 million and $28.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)During the year ended December 31, 2025, gains on sales of real estate included Beach Cities Media Campus and 751 Gateway.

(3)During the year ended December 31, 2025, the joint ventures that own Safeco Plaza and Gateway Commons recognized property level impairment losses in accordance with ASC 360 (See Note 2). In prior periods, the Company had impaired

its equity method investment to the estimated fair value for these joint ventures and therefore this is recognized as a basis difference and does not impact Loss from Unconsolidated Joint Ventures on the Consolidated Statements of Operations.

(4)During the year ended December 31, 2023, the Company completed a restructuring of its ownership in Metropolitan Square.

(5)During the year ended December 31, 2025, the Company completed the sale of its investment in Market Square North. During the year ended December 31, 2024, the Company acquired its joint venture partner’s 50% economic interest in 901 New York Avenue. During the year ended December 31, 2023, the Company acquired its joint venture partner’s 45% ownership interest in Santa Monica Business Park.

(6)During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment in Gateway Commons of approximately $145.1 million. During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. During the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively.

(7)Includes depreciation and amortization of approximately $(11.8) million, $15.4 million and $16.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. Includes unrealized gain (loss) on derivative instruments of approximately $(3.8) million, $1.5 million and $(1.8) million for the years ended December 31, 2025, 2024 and 2023, respectively.

On February 27, 2025, a joint venture in which the Company has a 50% ownership interest entered into a $252.0 million mortgage loan secured by 7750 Wisconsin Avenue in Bethesda, Maryland. The loan is scheduled to mature on March 1, 2035, bears interest at a fixed rate of 5.49% per annum, and requires monthly principal and interest payments. The proceeds from the loan were used to repay the existing $252.0 million construction loan collateralized by the property. The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $0.1 million related to unamortized finance costs during the year ended December 31, 2025. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet.

On March 5, 2025, the Company acquired a 19.46% ownership interest in a joint venture that is developing 290 Coles Street located in Jersey City, New Jersey for a gross purchase price of approximately $20.0 million. Additionally, the Company agreed to fund up to $65.0 million of the required capital through a preferred equity investment. The Company’s preferred equity investment will earn a 13.0% IRR and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030. As of December 31, 2025, the Company had funded approximately $29.9 million of the required capital through the preferred equity investment. On March 5, 2025, the joint venture entered into a $225.0 million construction loan, which will fund construction costs after the funding of all common and preferred equity investments required by the construction loan agreement. The loan bears interest at a variable rate equal to Term SOFR plus 2.50% per annum and is scheduled to mature on March 5, 2029 with an additional one-year extension option, subject to certain conditions. When completed, 290 Coles Street is expected to be a 670-unit residential property with retail space aggregating approximately 560,000 net rentable square feet.

On June 27, 2025, the Company entered into a joint venture to redevelop, own, and operate 17 Hartwell Avenue in Lexington, Massachusetts. The third-party partner contributed approximately $23.0 million of cash, which was used by the joint venture to purchase the land at 17 Hartwell Avenue from the Company for approximately $21.8 million in cash. The Company contributed development costs of approximately $5.6 million for its 20% ownership interest in the joint venture. Additionally, on June 27, 2025, the joint venture entered into a $98.7 million construction loan. The loan bears interest at a fixed rate of 6.75% per annum and is scheduled to mature on July 10, 2030. When completed, 17 Hartwell Avenue is expected to be a 312-unit residential property with garage and retail space (See Note 3).

On August 7, 2025, a joint venture in which the Company has a 71.11% ownership interest completed and fully placed in-service 360 Park Avenue South, a 20-story office building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet.

On August 20, 2025, two joint ventures in which the Company has a 50% ownership interest, each extended the maturity dates of their respective construction loans, which were secured by the 100 Causeway Street and Hub on Causeway - Podium properties, to October 20, 2025 and October 23, 2025, respectively. Subsequently, on September 30, 2025, they entered into a new $465.0 million mortgage loan secured by the two properties. The new loan is scheduled to mature on April 9, 2031, bears interest at a weighted average fixed rate of 5.733% per annum, and requires monthly interest-only payments. The proceeds from the new loan and available cash were used to

repay the existing $490.0 million construction loans secured by the properties. 100 Causeway Street and Hub on Causeway - Podium are office properties with approximately 634,000 and 383,000 net rentable square feet, respectively, located in Boston, Massachusetts.

On September 17, 2025, a joint venture in which the Company has a 50% ownership interest, completed the sale of Beach Cities Media Campus, a land parcel located in El Segundo, California, for a gross sale price of approximately $56.0 million. Net cash proceeds totaled approximately $53.1 million, of which BXP received approximately $26.6 million. The joint venture recognized a gain on sale of real estate totaling approximately $5.1 million. As a result of the historical basis difference, the Company recognized a gain on sale of real estate totaling approximately $2.6 million, which consists of its share of the gain on sale reported by the joint venture as well as an adjustment for a basis differential.

On October 8, 2025, a joint venture in which the Company has a 50% ownership interest repaid the construction loan collateralized by its Dock 72 property. At the time of the repayment, the loan had an outstanding principal balance of approximately $198.4 million, bore interest at a variable rate equal to SOFR plus 2.50% per annum and was scheduled to mature on December 18, 2025. The repayment was completed with available cash and proceeds from capital contributions. The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $0.1 million related to unamortized finance costs. Dock 72 is an office building with approximately 669,000 net rentable square feet located in Brooklyn, New York.

On October 17, 2025, a joint venture in which the Company has a 25% ownership interest refinanced the mortgage loan secured by its 3 Hudson Boulevard property located in New York City, New York. The new loan consists of a (1) senior loan provided by a third-party lender with a principal amount of $108.0 million that bears interest at a variable rate equal to Term SOFR plus 5.25% per annum and (2) mezzanine loan provided by the Company with a maximum commitment of $50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25% per annum. As of December 31, 2025, the Company had funded approximately $18.4 million of the mezzanine loan. The senior loan and mezzanine loan are interest-only, mature on November 9, 2027 and have a one-year extension option, subject to certain conditions. The previous mortgage loan (1) had an outstanding principal balance of $80.0 million and approximately $51.4 million of unpaid accrued interest (including default interest), (2) matured on August 7, 2024 and was in maturity default and (3) bore interest at a variable rate equal to Term SOFR plus 3.61% per annum plus a default rate equal to an additional 4.0% per annum. The previous loan and existing mezzanine loan and interests accrued under these loans are reflected as a Related Party Note Receivable, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets (See Note 16).

On November 10, 2025, a joint venture in which the Company has a 50% ownership interest completed the sale of its ownership in Market Square North. The sale resulted in the Company (i) assigning all of its interest in the joint venture to its existing partner, and (ii) exiting the joint venture. In addition, the Company was released from its obligations to guaranty the $125.0 million loan secured by the property and the partner has been assigned and assumed all of the obligations and rights of the existing guaranty. As a result of the sale, the Company recognized a gain on investment of approximately $24.3 million related to its deficit investment balance, which was primarily due to excess distributions.

On December 30, 2025, a joint venture in which the Company has a 49% ownership interest completed the sale of 751 Gateway Boulevard for a gross sale price of approximately $300.0 million. Net cash proceeds totaled approximately $292.8 million, of which the Company received approximately $143.5 million. The joint venture recognized a gain on sale of real estate totaling approximately $67.7 million. As a result of the historical basis difference, the Company recognized a gain on sale of real estate totaling approximately $27.0 million, which consists of its share of the gain on sale reported by the joint venture as well as an adjustment for a basis differential. 751 Gateway Boulevard is an approximately 231,000 net rentable square foot laboratory/life sciences property in South San Francisco, California.

Impairment

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment losses when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. During the year ended December 31, 2025, the Company evaluated key indicators related to certain investments in unconsolidated joint ventures, including strategic initiatives outlined in the Company’s September 8, 2025 Investor Day which include the sale of non-strategic assets, changes in cash flows, declining market conditions and leasing

activities, continued actual and projected operating deficits and receipts, pending third -party offers and considerations of third-party joint venture property appraisals. This evaluation resulted in the Company determining that the decline in value for the joint venture that owns Gateway Commons was other-than-temporary and therefore, the Company recorded an impairment loss of approximately $145.1 million during the year ended December 31, 2025. The Company determined the fair value of the investment was categorized within Level 3 of the fair value hierarchy as it utilized significant unobservable inputs including a pending offer from a third-party, as pending offers are classified as Level 3 inputs and there were no other unobservable inputs utilized (See Note 17).

7. Debt

Mortgage Notes Payable

The Company had outstanding mortgage notes payable totaling approximately $4.3 billion and $4.3 billion as of December 31, 2025 and 2024, respectively, each collateralized by one or more buildings and related land included in real estate assets. The mortgage notes payable are generally due in monthly installments and mature at various dates through January 9, 2032.

Including the effects of interest rate swaps, there were no variable rate mortgage loans at December 31, 2025 and 2024 (See Note 8). Therefore, fixed rate mortgage notes payable totaled approximately $4.3 billion and $4.3 billion at December 31, 2025 and 2024, respectively, with contractual interest rates ranging from 2.79% to 6.04% per annum at December 31, 2025 and December 31, 2024 (with a weighted-average interest rate of 3.80% and 3.68% at December 31, 2025 and 2024, respectively).

Contractual aggregate principal payments of mortgage notes payable at December 31, 2025 are as follows (in thousands):


	Principal Payments
2026	$	4,357
2027	2,304,580
2028	804,815
2029	184,311
2030	—
Thereafter	1,000,000
Total aggregate principal payments	4,298,063
Less:
Deferred financing costs, net	17,996
Total carrying value of mortgage notes payable, net	$	4,280,067

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of December 31, 2025 (dollars in thousands):


	Coupon/Stated Rate		Effective Rate(1)		Principal Amount		Maturity Date(2)
10 Year Unsecured Senior Notes (3)	3.650	%	3.766	%	$	1,000,000	February 1, 2026
10 Year Unsecured Senior Notes	2.750	%	3.495	%	1,000,000		October 1, 2026
5 Year Unsecured Senior Notes	6.750	%	6.924	%	750,000		December 1, 2027
10 Year Unsecured Senior Notes	4.500	%	4.628	%	1,000,000		December 1, 2028
10 Year Unsecured Senior Notes	3.400	%	3.505	%	850,000		June 21, 2029
10.5 Year Unsecured Senior Notes	2.900	%	2.984	%	700,000		March 15, 2030
10.75 Year Unsecured Senior Notes	3.250	%	3.343	%	1,250,000		January 30, 2031
11 Year Unsecured Senior Notes	2.550	%	2.671	%	850,000		April 1, 2032
12 Year Unsecured Senior Notes	2.450	%	2.524	%	850,000		October 1, 2033
10.7 Year Unsecured Senior Notes	6.500	%	6.619	%	750,000		January 15, 2034
10 Year Unsecured Senior Notes	5.750	%	5.842	%	850,000		January 15, 2035
Total principal					9,850,000
Less:
Net unamortized discount					8,371
Deferred financing costs, net					35,529
Total					$	9,806,100

(1)Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.

(2)No principal amounts are due prior to maturity.

(3)See Note 17.

On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025. The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of 5.750% unsecured senior notes due 2035. The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At December 31, 2025, BPLP was in compliance with each of these financial restrictions and requirements.

Unsecured Exchangeable Senior Notes

On September 29, 2025, BPLP completed the issuance and sale of $1.0 billion aggregate principal amount of its 2.00% Exchangeable Senior Notes due 2030 in a private placement. The Notes bear interest at a rate of 2.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless earlier repurchased, exchanged or redeemed. Net proceeds after the initial offering costs were approximately $975.1 million. Interest expense related to these Notes was approximately $5.1 million for the period September 29, 2025 through December 31, 2025, and includes debt issuance cost amortization of approximately $1.3 million. Including the debt issuance cost amortization, the GAAP interest rate on these Notes is approximately 2.498%. The unamortized debt issuance costs related to these Notes were approximately $23.7 million at December 31, 2025.

Before July 1, 2030, noteholders will have the right to exchange their Notes only upon the occurrence of certain events. From and after July 1, 2030, noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes. Exchanges will be settled in cash up to the aggregate principal amount of the Notes to be exchanged and, if

applicable, cash, shares of BXP’s common stock or a combination thereof, at BPLP’s election, in respect of the remainder (if any) of BPLP’s exchange obligations in excess of the aggregate principal amount of the Notes being exchanged. The initial exchange rate is 10.8180 shares of BXP’s common stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $92.44 per share of BXP’s common stock. The initial exchange price represents a premium of approximately 22.5% over the last reported sale price of $75.46 per share of BXP’s common stock on September 24, 2025. The exchange rate and exchange price of the Notes will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at BPLP’s option at any time, and from time to time, on or after October 6, 2028 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of BXP’s common stock exceeds 130% of the exchange price of the Notes for a specified period of time and certain liquidity conditions are satisfied. BPLP may also redeem the Notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if BXP’s Board of Directors (or a committee thereof) determines such redemption is necessary to preserve BXP’s status as a real estate investment trust. In either case, the redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In conjunction with the issuance of the Notes, the Company entered into Capped Call Transactions with certain financial institutions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of BXP’s common stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to BXP’s common stock upon any exchange of Notes and/or offset any cash payments BPLP is required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $105.64 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions will expire upon the maturity of the Notes, if not earlier exercised or terminated. A portion of the proceeds from the Notes were used to pay the premiums of the Capped Call Transactions of approximately $35.0 million, which was recorded as a reduction to stockholders' equity for BXP and partners’ capital for BPLP (See Note 2).

Unsecured Credit Facility and Unsecured Term Loans

On March 28, 2025, BPLP amended and restated its revolving credit agreement (as amended and restated, the “2025 Credit Facility”). The 2025 Credit Facility provides for aggregate borrowings of up to $2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions. Among other things, the amendment and restatement (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $2.0 billion to $2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030, and (3) added a $700.0 million unsecured term loan facility (the “Term Loan Facility”) with an initial maturity date of March 30, 2029, with two, six-month extension options, each subject to customary conditions. In addition, BPLP may increase the total commitment under the 2025 Credit Facility to a maximum commitment amount of up to $3.5 billion through increase(s) in the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase(s) and other customary conditions. In connection with the amendment and restatement, the Company recognized a loss from early extinguishment of debt of approximately $0.3 million related to unamortized origination costs during the year ended December 31, 2025.

At BPLP’s option, loans under the 2025 Credit Facility that are advanced in U.S. dollars will bear interest at a rate per annum equal to Term SOFR, Daily Simple SOFR or a Base Rate (each as defined in the Tenth Amended and Restated Credit Agreement, which governs the 2025 Credit Facility (the “Credit Agreement”)), in each case, plus a margin based on BPLP’s credit rating ranging from (i) for Term SOFR and Daily Simple SOFR loans, (a) under the Revolving Facility, 70.0 to 140.0 basis points, or (b) under the Term Loan Facility, 75.0 to 160.0 basis points (plus a SOFR conversion adjustment of 10 basis points), and (ii) for Base Rate loans, (a) under the Revolving Facility, 0 to 40.0 basis points, or (b) under the Term Loan Facility, 0 to 60.0 basis points. At BPLP’s option, loans under the Revolving Facility can also be denominated in Euros, Sterling or Canadian Dollars and such loans will bear interest at a rate per annum equal to (1) in the case of loans denominated in Euro, EURIBOR, (2) in the case of loans denominated in Canadian Dollars, Term CORRA (as adjusted), and (3) in the case of loans denominated in Sterling, SONIA (as adjusted), plus, in each case, a margin based on BPLP’s credit rating as described above for loans under the Revolving Facility. On April 22, 2025, BPLP amended the 2025 Credit Facility to remove the SOFR conversion adjustment of 10 basis points (as described in clause (i)(b) above), which is no longer applicable to the Term Loan Facility. Other than the foregoing, the material terms of the 2025 Credit Facility remained unchanged.

Pursuant to the 2025 Credit Facility, BPLP is obligated to pay (1) in quarterly installments a facility fee on the total commitment under the Revolving Facility at a rate per annum ranging from 0.10% to 0.30% based on BPLP’s credit rating and (2) an annual fee on the undrawn amount of each letter of credit ranging from 0.70% to 1.40% based on BPLP’s credit rating.

Based on BPLP’s December 31, 2025 credit rating, (1) for SOFR-based loans under the Revolving Facility, the per annum interest rate margin is 0.85%, (2) for SOFR-based loans under the Term Loan Facility, the per annum interest rate margin is 0.95%, (3) for Base Rate-based loans under both the Revolving Facility and Term Loan Facility, the margin is zero basis points and (4) the facility fee for commitments under the Revolving Facility is 0.20% per annum.

The 2025 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay all outstanding amounts and the cancellation of all commitments outstanding under the Credit Agreement. Among other covenants, the 2025 Credit Facility requires that BPLP maintain: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments. At December 31, 2025, BPLP was in compliance with each of these financial restrictions and requirements.

At closing on March 28, 2025, BPLP drew the full $700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the remaining $700.0 million of borrowings outstanding under its $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025. There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan.

At December 31, 2025, BPLP did not have any outstanding balance under the Revolving Facility and had $700.0 million outstanding under the Term Loan Facility. The 2025 Credit Facility is used as a backstop for BPLP’s $750.0 million unsecured commercial paper program (the “Commercial Paper Program”) (See “Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2025 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

On September 27, 2024, BPLP entered into a credit agreement that provides for a $100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $100.0 million under the 2024 Unsecured Term Loan. The 2024 Unsecured Term Loan had an initial maturity date of September 26, 2025 with three, one-year extension options, subject to customary conditions. On September 26, 2025, BPLP exercised its option to extend the maturity date of the 2024 Unsecured Term Loan to September 26, 2026. All other terms of the 2024 Unsecured Term Loan remain unchanged.

At BPLP’s option, loans under the 2024 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the highest of (a) zero, (b) Prime Rate, (c) the Federal Funds effective rate plus 0.50%, and (d) Term SOFR for a one-month period plus 1.10%, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating; or (2) a rate equal to adjusted Term SOFR or Daily Simple SOFR with a one-month period plus, a margin ranging from 75 to 160 basis points based on BPLP’s credit rating. The 2024 Unsecured Term Loan is subject to an interest rate swap contract to fix Daily Simple SOFR at an interest rate of approximately 3.6775% per annum through April 6, 2026 (See Note 8).

Based on BPLP’s December 31, 2025 credit rating, the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05% per annum. At December 31, 2025, BPLP had $100.0 million of principal outstanding under the 2024 Unsecured Term Loan. At December 31, 2024, BPLP had $100.0 million and $700.0 million of principal outstanding under the 2024 Unsecured Term Loan and 2023 Unsecured Term Loan, respectively.

The 2024 Unsecured Term Loan contains customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under 2024 Unsecured Term Loan. Among other covenants, the 2024 Unsecured Term Loan

requires that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40 to 1.00, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments. At December 31, 2025, BPLP was in compliance with each of these financial and other covenant requirements.

Unsecured Commercial Paper

On April 17, 2024, BPLP established an unsecured commercial paper program. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500.0 million with varying maturities of up to one year. On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under the Commercial Paper Program from $500.0 million to $750.0 million. Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remain unchanged. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $750.0 million with varying maturities of up to one year. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The Commercial Paper Program is backstopped by available capacity under the 2025 Credit Facility. At December 31, 2025, BPLP had an aggregate of $750.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 3.99% per annum and had a weighted-average maturity of 45 days from the issuance date.

8. Derivative Instruments and Hedging Activities

BPLP’s agreements with derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation. As of December 31, 2025, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

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 thus continuing to reduce its exposure to the variability in future cash flows attributable to changes in the interest rates associated with its $100.0 million 2024 Unsecured Term Loan and the $200.0 million mortgage secured by the Company’s Santa Monica Business Park properties, located in Santa Monica, California. The interest rate swap was entered into to fix Daily Simple SOFR, the reference rate for the 2024 Unsecured Term Loan and mortgage, at a fixed interest rate of 3.6775% per annum for the period commencing on April 7, 2025, the effective date, and ending on April 6, 2026. For the period from April 7, 2025 through December 31, 2025, the Company recognized approximately $(1.2) million of interest expense related to this interest rate swap contract.

BPLP assesses the effectiveness of its derivatives both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings. BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and they are carried at their estimated fair value on a recurring basis (See Note 2). The Company did not have any undesignated hedges during the years ended December 31, 2025 and December 31, 2024.

BPLP’s derivative contracts consisted of the following at December 31, 2025 (dollars in thousands):


Derivative Instrument	Aggregate Notional Amount				Strike Rate Range						Balance Sheet Location
	Effective Date		Maturity Date	Low	High					Fair Value
Interest Rate Swaps	$	600,000	December 15, 2023	October 26, 2028	3.790	%	—	3.798	%		Other liabilities	$	(8,260)
Interest Rate Swaps	300,000		April 7, 2025	April 6, 2026	3.678	%	—	3.678	%		Other liabilities	(23)
	$	900,000										$	(8,283)

The following table presents the location in the financial statements of the gains or (losses) recognized as a result of the Company’s cash flow hedges for the years ended December 31, 2025, 2024 and 2023 (in thousands):


	Year ended December 31,
		2025		2024		2023
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (loss) (1)		$	(19,601)	$	9,202	$	(14,405)
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)		$	8,126	$	12,618	$	6,703
Amount of gain (loss) related to the ineffective portion and amount excluded from effectiveness testing		$	—	$	—	$	—

(1)Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties.

(2)Includes amounts from previous interest rate programs.

BPLP has formally documented all of its relationships between hedge instruments and hedging items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income and equity.

Ineffective Hedging Instruments

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $600.0 million interest rate cap. The Company did not elect hedge accounting, and as such, any change in market value was to be recognized in Losses from interest rate contracts in the Consolidated Statement of Operations. For the year ended December 31, 2023, the Company recognized approximately $79,000 of loss on its Consolidated Statement of Operations from entering into these agreements. There was no ineffectiveness recognized for the years ended December 31, 2025 and December 31, 2024.

9. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence. In addition, in the normal course of business, the Company guarantees to certain tenants the obligations of the Company’s subsidiaries to complete construction of the building, to pay tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

The Company had letter of credit and performance obligations related to lender and development requirements that totaled approximately $23.2 million at December 31, 2025.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, one or more partners could be entitled to an additional promoted interest or payments.

From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts in connection with their borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. The Company has agreements with its third-party joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee. In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20% equity interest, the Company agreed to become a co-lender of

up to $20.0 million under a mezzanine loan. The mezzanine loan has a maximum principal amount of $100.0 million, and it is subordinate only to an existing senior loan. The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as-needed basis, and amounts borrowed will bear interest at a per annum rate of 12%, compounded monthly. As of December 31, 2025, the Company has funded approximately $9.4 million under the mezzanine loan.

In connection with the Company’s joint venture at 3 Hudson Boulevard, the Company provided $80.0 million of mortgage financing to the joint venture, which was in maturity default from August 7, 2024 to October 17, 2025. On October 17, 2025, the joint venture refinanced the mortgage loan (See Note 6), which includes a mezzanine loan provided by the Company with a maximum commitment of $50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25% per annum. As of December 31, 2025, the Company had funded approximately $18.4 million of the mezzanine loan (See Note 16).

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

In addition, the Company is subject to the following legal proceedings:

In connection with the acquisition of an office property in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees (i.e., Fixed, Additional and Final Fees) based on the future leasing performance of the property. The Company initially accrued approximately $1.5 million as an estimate of the fees it would owe the seller. In 2020, the seller filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement. The disagreement between the Company and the seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculations.

On January 25, 2024, the New York Supreme Court granted in part the seller’s motion for summary judgment finding that the Company owes the seller an “Additional Fee” and a “Final Fee” under the terms of the parties’ purchase agreement. The court issued a follow-on order on February 8, 2024, confirming its earlier order that the seller is entitled to the fees described in the parties’ agreement. Other than the “Fixed Fee,” which the Company agreed to pay and for which it had established a reserve of approximately $2.2 million (including interest), the amount of the fees (if any) that are due to the seller has not been determined. On December 9, 2024, the court issued a judgment awarding the seller the Fixed Fee (including interest) of approximately $2.7 million and the Company paid this fee following the judgment. For the Additional Fee and Final Fee, the seller submitted a request for the appointment of a Special Referee on January 7, 2025.

On February 18, 2025 a Special Referee was appointed to determine damages for the Additional and Final Fee. The parties held a five-day hearing with the Special Referee during July and August 2025 before filing opening and post-trial briefs in September and October 2025. The Special Referee held an additional hearing in December 2025 and indicated a ruling could be expected in the first quarter of 2026.

Separately, the Company filed a notice of appeal on January 15, 2025 to preserve the Company’s ability to appeal the grant of summary judgment on the question of whether the Company is liable for payment of the Additional Fee and Final Fee. The First Department granted the Company’s request extending the time to perfect the appeal to September 2026.

The Company disputes the seller’s calculations and intends to continue defending itself vigorously. However, there can be no assurance that the Company will prevail in the lawsuit. If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $25 million claimed in the seller’s revised complaint, plus interest. Although the Company disputes those calculations, there can be no assurance that the Company’s ultimate liability will not be material.

On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc. and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities.

In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences property that is 100% pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”). The Company has a 55% interest in the joint venture that owns 290 Binney Street. Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street.

Brammer alleged that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights. Brammer also alleged that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers. Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street.

On May 16, 2024, Brammer’s motion for a preliminary injunction was denied by the trial court. Brammer subsequently appealed that decision, electing pursuant to Massachusetts civil procedure rules to petition for appeals to both a single justice of the Massachusetts Appeals Court and to a full appellate panel. On July 16, 2024, the single justice assigned to the appeal issued an order declining to rule on the substance of the appeal petition, deferring instead to the full appellate panel. On August 12, 2025, the clerk of the Massachusetts Appeals Court completed the procedural steps that were necessary in order for Brammer’s appeal to be heard before the full appellate panel. The parties are now proceeding through the briefing process, with a hearing likely to take place sometime in the first quarter of 2026. The remainder of the case continues to proceed in the trial court on the standard litigation timeline.

The Company believes it has meritorious defenses against Brammer’s claims and intends to defend against them vigorously. However, there can be no assurance the Company will prevail in the litigation. If the Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the schedule contemplated by the Company’s lease with AstraZeneca or at all, and this could result in owing financial penalties to AstraZeneca and other third parties. Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition.

The Company is a named defendant in an alleged collective and class action wage and hour lawsuit filed on behalf of certain individuals who provided off-duty, uniformed security services at the Company’s buildings in New York City pursuant to the New York Police Department’s Paid Detail Program. In addition to the Company, the plaintiffs also named as defendants more than ninety (90) other companies. The plaintiffs filed the lawsuit in the United States District Court for the Southern District of New York on January 23, 2025, and brought the claims under the Fair Labor Standards Act, the New York Labor Law and the Freelance Isn’t Free Act. The plaintiffs subsequently filed a first amended complaint and a second amended complaint on February 13, 2025 and February 24, 2025, respectively. On December 15, 2025, the plaintiffs filed a motion for leave to file a third amended complaint, which seeks to add approximately eighty-five (85) new defendants to the lawsuit. Each of the complaints alleges that the plaintiffs were not paid certain wages owed to them or were not paid in a timely manner and that the plaintiffs did not receive certain wage payment notices required by law. The Company has not yet filed a responsive pleading and discovery has not yet commenced. As a result, the Company is unable to estimate a range of loss for which losses are reasonably possible. Although the Company believes it has meritorious defenses to the claims and intends to defend against them vigorously, there can be no assurance that the Company will prevail in the lawsuit.

Concentrations of Credit Risk

Management of the Company performs ongoing credit evaluations of tenants and may require tenants to provide some form of credit support such as corporate guarantees, security deposits and/or other financial guarantees. Although the Company’s properties are geographically diverse and tenants operate in a variety of industries, to the extent the Company has a significant concentration of rental revenue from any single tenant, the inability of that tenant to make its lease payments could have an adverse effect on the Company.

Insurance

The Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $1.35 billion of property insurance in excess of the $1.0 billion of coverage in the Company’s property insurance program for 601 Lexington Avenue, New York, New York, consisting of $750 million of property and Terrorism Coverage in excess of the Company’s property insurance program and $600 million of Terrorism Coverage only in excess of the $1.75 billion of coverage. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP, LLC (“IXP”) as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $200 million, the coinsurance is 20% and the deductible is 20% of the premiums earned by the insurer for the year prior to a claim. If the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if TRIA is not extended after its expiration on December 31, 2027, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes. Specifically, the Company currently carries earthquake insurance which covers its San Francisco and Los Angeles regions with a $330 million per occurrence limit, and a $330 million annual aggregate limit, $30 million of which is provided by IXP, as a direct insurer. This insurance is subject to a deductible in the amount of 5% of the value of the affected property. In addition, the Company currently carries earthquake insurance which covers its Seattle region with a $110 million per occurrence limit, and a $110 million annual aggregate limit. This insurance is subject to a deductible in the amount of 2% of the value of the affected property. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance or change the structure of its earthquake insurance program on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco and Los Angeles properties and the Company’s NBCR Coverage. Insofar as the Company owns IXP, it is responsible for its liquidity and capital resources, and the accounts of IXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government. If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, BPLP has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism, earthquakes, pandemics and cybersecurity incidents, in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company

could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations.

State and Local Tax Matters

Because BXP is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but is subject to certain state and local taxes. In the normal course of business, certain entities through which the Company owns real estate either have undergone, or are currently undergoing, tax audits. Although the Company believes that it has substantial arguments in favor of its positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on the Company’s results of operations.

Environmental Matters

It is the Company’s policy to retain independent environmental consultants to conduct or update Phase I environmental assessments (which generally do not involve invasive techniques such as soil or ground water sampling) and asbestos surveys in connection with the Company’s acquisition of properties. These pre-purchase environmental assessments have not revealed environmental conditions that the Company believes will have a material adverse effect on its business, assets, financial condition, results of operations or liquidity, and the Company is not otherwise aware of environmental conditions with respect to its properties that the Company believes would have such a material adverse effect. However, from time to time environmental conditions at the Company’s properties have required and may in the future require environmental testing and/or regulatory filings, as well as remedial action.

In February 1999, the Company (through a joint venture) acquired from Exxon Corporation a property in Massachusetts that was formerly used as a petroleum bulk storage and distribution facility and was known by the state regulatory authority to contain soil and groundwater contamination. The Company developed an office park on the property. The Company engaged a specially licensed environmental consultant to oversee the management of contaminated soil and groundwater that was disturbed in the course of construction. Under the property acquisition agreement, Exxon agreed to (1) bear the liability arising from releases or discharges of oil and hazardous substances which occurred at the site prior to the Company’s ownership, (2) continue monitoring and/or remediating such releases and discharges as necessary and appropriate to comply with applicable requirements, and (3) indemnify the Company for certain losses arising from preexisting site conditions. Any indemnity claim may be subject to various defenses and contractual limitations, including time limits and limits on the specific use of the property, and there can be no assurance that the amounts paid under the indemnity, if any, would be sufficient to cover the liabilities arising from any such releases and discharges.

Environmental investigations at some of the Company’s properties and certain properties owned by affiliates of the Company have identified groundwater contamination migrating from off-site source properties. In each case the Company engaged a licensed environmental consultant to perform the necessary investigations and assessments and to prepare any required submittals to the regulatory authorities. In each case the environmental consultant concluded that the properties qualify under the regulatory program or the regulatory practice for a status which eliminates certain deadlines for conducting response actions at a site. The Company also believes that these properties qualify for liability relief under certain statutory provisions or regulatory practices regarding upgradient releases. Although the Company believes that the current or former owners of the upgradient source properties may bear responsibility for some or all of the costs of addressing the identified groundwater contamination, the Company will take such further response actions (if any) that it deems necessary or advisable. Other than periodic testing at some of these properties, no such additional response actions are anticipated at this time.

Some of the Company’s properties and certain properties owned by the Company’s affiliates are located in urban, industrial and other previously developed areas where fill or current or historical uses of the areas have caused site contamination. Accordingly, it is sometimes necessary to institute special soil and/or groundwater handling procedures and/or include particular building design features in connection with development, construction and other property operations in order to achieve regulatory closure and/or ensure that contaminated materials are addressed in an appropriate manner. In these situations, it is the Company’s practice to investigate the nature and extent of detected contamination, including potential issues associated with vapor intrusion concerns and/or potential contaminant migration to or from the subject property in ground water, assess potential liability risks and estimate the costs of required response actions and special handling procedures. The Company then uses this

information as part of its decision-making process with respect to the acquisition, deal structure and/or development of the property. For example, the Company owns a parcel in Massachusetts which was formerly used as a quarry/asphalt batching facility. Pre-purchase testing indicated that the site contained relatively low levels of certain contaminants. The Company has developed an office park on this property. Prior to and during redevelopment activities, the Company engaged a specially licensed environmental consultant to monitor environmental conditions at the site and prepare necessary regulatory submittals based on the results of an environmental risk characterization. A submittal has been made to the regulatory authorities in order to achieve regulatory closure at this site. The submittal included an environmental deed restriction that mandates compliance with certain protective measures in a portion of the site where low levels of residual soil contamination have been left in place in accordance with applicable laws.

The Company expects that resolution of the environmental matters relating to the above will not have a material impact on its business, assets, financial condition, results of operations or liquidity. However, the Company cannot assure you that it has identified all environmental liabilities at its properties, that all necessary remediation actions have been or will be undertaken at the Company’s properties or that the Company will be indemnified, in full or at all or that the Company will have insurance coverage, in the event that such environmental liabilities arise.

10. Noncontrolling Interests

Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company. As of December 31, 2025, the noncontrolling interests in BPLP consisted of the following:


OP Units						LTIP Units (1)						2023 MYLTIP Units						2024 MYLTIP Units						2025 MYLTIP Units						2025 OPP Units (2)
15,590,009						2,662,140						322,053						330,479						354,940						711,864

(1)Includes 638,681 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2022 (i.e., 2012 OPP and 2013 - 2022 MYLTIP awards).

(2)See Note 15.

Noncontrolling Interest—Common Units

During the years ended December 31, 2025 and 2024, 291,040 and 1,147,013 OP Units, respectively, were presented by the holders for redemption (including an aggregate of 87,398 and 122,241 OP Units, respectively, issued upon conversion of LTIP Units, 2012 OPP Units and MYLTIP Units) and were redeemed by BXP in exchange for an equal number of shares of Common Stock.

At December 31, 2025, BPLP had outstanding the 2023 - 2025 MYLTIP Units and the 2025 OPP Units. Prior to the end of the respective performance period for each plan, holders of LTIP Units issued pursuant to these awards are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an LTIP Unit, but will not be entitled to receive any special distributions. After the performance period for each plan has ended, (1) the number of LTIP Units, both vested and unvested, that the MYLTIP or 2025 OPP Unit recipients, as applicable, have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an LTIP Unit and (2) the Company will make a “catch-up” payment on the LTIP Units that are ultimately earned, if any, in an amount equal to the regular and special dividends, if any, declared during the respective performance period on a number of shares of Common Stock equal to the number of 2023 - 2025 MYLTIP Units or 2025 OPP Units that are earned, less the distributions actually paid during the performance period of each respective award, which (a) for the earned 2023 - 2025 MYLTIP Units will be payable in the form of cash and (b) for the earned 2025 OPP Units will be in the form of additional earned 2025 OPP Units, provided that if the total number of earned 2025 OPP Units would exceed the total number of 2025 OPP Units granted, then such excess shall be paid in cash.

The following table shows the results for the MYLTIP awards at the end of their respective three-year measurement period (Aggregate value is shown in millions):


	Measurement Date	Final Payout as a % of Target		Aggregate Value		Forfeited Units
2022 MYLTIP Awards	January 31, 2025	59	%	$	5.4	177,919
2021 MYLTIP Awards	February 1, 2024	112	%	$	12.6	155,625
2020 MYLTIP Awards	February 3, 2023	50	%	$	3.8	152,460

The following table presents BPLP’s distributions on the OP Units, LTIP Units, MYLTIP Units and 2025 OPP Units paid or declared during the years ended December 31, 2025 and 2024 and 2023:


Record Date	Payment Date	Distributions per OP Unit and LTIP Unit	Distributions per MYLTIP Unit and 2025 OPP Units
December 31, 2025	January 29, 2026	$0.70	$0.070
September 30, 2025	October 31, 2025	$0.70	$0.070
June 30, 2025	July 31, 2025	$0.98	$0.098
March 31, 2025	April 30, 2025	$0.98	$0.098
December 31, 2024	January 30, 2025	$0.98	$0.098
September 30, 2024	October 31, 2024	$0.98	$0.098
June 28, 2024	July 31, 2024	$0.98	$0.098
March 28, 2024	April 30, 2024	$0.98	$0.098
December 29, 2023	January 30, 2024	$0.98	$0.098
September 29, 2023	October 31, 2023	$0.98	$0.098
June 30, 2023	July 31, 2023	$0.98	$0.098
March 31, 2023	April 28, 2023	$0.98	$0.098
December 30, 2022	January 30, 2023	$0.98	$0.098

A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to covenants agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. Based on the last reported price of a share of Common Stock on the New York Stock Exchange of $67.48 per share on December 31, 2025, the value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2022 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at December 31, 2025 was approximately $1.3 billion.

Noncontrolling Interests—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $2.0 billion and $1.9 billion at December 31, 2025 and December 31, 2024, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On August 27, 2025, the Company acquired its partner’s 45% ownership interest in the consolidated entity that is developing the 343 Madison Avenue project located in New York City, New York for approximately $43.5 million of cash. The acquisition price is equal to the partner’s aggregate unreturned capital contributions to the joint venture and as a result there was no gain on sale recognized in stockholders’ equity for BXP or partners’ capital for BPLP other than transaction costs. Prior to the acquisition, the Company had a 55% ownership interest in the joint venture (See Note 3).

11. Stockholders’ Equity / Partners’ Capital

As of December 31, 2025, BXP had 158,548,298 shares of Common Stock outstanding.

As of December 31, 2025, BXP owned 1,768,004 general partnership units and 156,780,294 limited partnership units in BPLP.

On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its Common Stock through sales agents over a three-year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program.

During the years ended December 31, 2025 and December 31, 2024, BXP issued 291,040 and 1,147,013 shares of Common Stock, respectively, in connection with the redemption of an equal number of redeemable OP Units from limited partners.

The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared during the years ended December 31, 2025, 2024 and 2023:


Record Date	Payment Date	Dividend (Per Share)	Distribution (Per Unit)
December 31, 2025	January 29, 2026	$0.70	$0.70
September 30, 2025	October 31, 2025	$0.70	$0.70
June 30, 2025	July 31, 2025	$0.98	$0.98
March 31, 2025	April 30, 2025	$0.98	$0.98
December 31, 2024	January 30, 2025	$0.98	$0.98
September 30, 2024	October 31, 2024	$0.98	$0.98
June 28, 2024	July 31, 2024	$0.98	$0.98
March 28, 2024	April 30, 2024	$0.98	$0.98
December 29, 2023	January 30, 2024	$0.98	$0.98
September 29, 2023	October 31, 2023	$0.98	$0.98
June 30, 2023	July 31, 2023	$0.98	$0.98
March 31, 2023	April 28, 2023	$0.98	$0.98
December 30, 2022	January 30, 2023	$0.98	$0.98

12. Segment Information

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Makers (“CODMs”). The CODMs decide how resources should be allocated and assesses performance on a recurring basis, at least quarterly. The Company’s CODMs are its Chief Executive Officer and President. The CODMs review operating performance and financial reports by geographic area and property type. In addition, given the size of the Company’s joint venture portfolio, the CODMs utilize the Company’s share of net operating income (“NOI”), which includes the Company’s share of NOI from consolidated and unconsolidated joint ventures, as its profit or loss measure in assessing each segment’s performance and deciding how to allocate resources.

The Company’s share of NOI is used by the CODMs to evaluate the profitability and performance of each geographic area on a consistent and comparable basis, supporting decisions on capital resource allocation, including in connection with development, redevelopment, acquisition and disposition activities in each segment. Additionally, the Company believes its share of NOI is useful as a profit or loss measure and believes it provides useful information regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership.

Asset information by segment is not reported because the Company and the CODMs are not provided with the segment asset information and therefore do not use this measure to assess performance or allocate resources. Asset values for the Company’s properties are reported in the Consolidated Balance Sheets at historical cost, which may not reflect current market values. Therefore, depreciation and amortization expense is not allocated among segments. The following are not included in the Company’s share of NOI as they are not necessarily linked to the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level: development and management services revenue, direct reimbursements of payroll and related costs from management services contracts, gains on sales of real estate, interest and other income (loss), gains from investments in securities, unrealized gain (loss) on non-real estate investments, corporate general and administrative expense, payroll and related costs from management services contracts, transaction costs, depreciation and amortization expense, loss from unconsolidated joint ventures, loss on sales-type lease, losses from interest rate contracts, impairment losses, loss from early extinguishment of debt, interest expense and net income attributable to noncontrolling interests. The Company’s share of NOI presented may not be comparable to what is reported by other REITs or real estate companies that define NOI differently.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel. The Company shows the different property types as the revenue from each type is derived from non-comparable lease structures.

The following tables present reconciliations of Company’s share of NOI to Net Income Attributable to BXP, Inc. and Net Income Attributable to Boston Properties Limited Partnership for the years ended December 31, 2025, 2024 and 2023.

BXP


	Year ended December 31,
		2025		2024		2023
		(in thousands)
Company’s share of NOI		$	1,976,785	$	1,984,056	$	1,965,106
Add:
Development and management services revenue		36,579		28,060		40,850
Direct reimbursements of payroll and related costs from management services contracts		16,383		16,488		17,771
Gains on sales of real estate		176,732		602		517
Interest and other income (loss)		35,784		60,199		69,964
Gains from investments in securities		5,481		4,416		5,556
Unrealized gain (loss) on non-real estate investments		(346)		546		239
Net operating income attributable to noncontrolling interests in property partnerships		204,433		186,707		194,365
Less:
General and administrative expense		168,789		159,983		170,158
Payroll and related costs from management services contracts		16,383		16,488		17,771
Transaction costs		2,678		1,597		4,313
Depreciation and amortization expense		912,088		887,191		830,813
Loss from unconsolidated joint ventures		103,560		343,177		239,543
Loss on sales-type lease		2,490		—		—
Net operating income from unconsolidated joint ventures		122,569		129,718		160,695
Losses from interest rate contracts		—		—		79
Impairment losses		85,803		13,615		—
Loss from early extinguishment of debt		338		—		—
Interest expense		653,138		645,117		579,572
Net income		383,995		84,188		291,424
Less:
Noncontrolling interests in property partnerships		75,181		67,516		78,661
Noncontrolling interest—common units of the Operating Partnership		32,014		2,400		22,548
Net income attributable to BXP, Inc.		$	276,800	$	14,272	$	190,215

BPLP


	Year ended December 31,
		2025		2024		2023
		(in thousands)
Company’s share of NOI		$	1,976,785	$	1,984,056	$	1,965,106
Add:
Development and management services revenue		36,579		28,060		40,850
Direct reimbursements of payroll and related costs from management services contracts		16,383		16,488		17,771
Gains on sales of real estate		179,322		602		517
Interest and other income (loss)		35,784		60,199		69,964
Gains from investments in securities		5,481		4,416		5,556
Unrealized gain (loss) on non-real estate investments		(346)		546		239
Net operating income attributable to noncontrolling interests in property partnerships		204,433		186,707		194,365
Less:
General and administrative expense		168,789		159,983		170,158
Payroll and related costs from management services contracts		16,383		16,488		17,771
Transaction costs		2,678		1,597		4,313
Depreciation and amortization expense		905,301		880,383		823,805
Loss from unconsolidated joint ventures		103,560		343,177		239,543
Loss on sales-type lease		2,490		—		—
Net operating income from unconsolidated joint ventures		122,569		129,718		160,695
Losses from interest rate contracts		—		—		79
Impairment losses		82,890		13,615		—
Loss from early extinguishment of debt		338		—		—
Interest expense		653,138		645,117		579,572
Net income		396,285		90,996		298,432
Less:
Noncontrolling interests in property partnerships		75,181		67,516		78,661
Net income attributable to Boston Properties Limited Partnership		$	321,104	$	23,480	$	219,771

The following table presents a reconciliation of Revenue from the Consolidated Financial Statements to Rental Revenue for the years ended December 31, 2025, 2024 and 2023.


	Year ended December 31,
		2025		2024		2023
		(in thousands)
Revenue		$	3,482,279	$	3,407,719	$	3,273,569
Less:
Development and management services		36,579		28,060		40,850
Direct reimbursements of payroll and related costs from management services contracts		16,383		16,488		17,771
Total rental revenue		$	3,429,317	$	3,363,171	$	3,214,948

The following tables present the Company’s share of NOI for each geographic segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands).

For the year ended December 31, 2025:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,218,009		$	70,519		$	1,054,594		$	509,920		$	49,269		$	426,467		$	3,328,778
Residential	17,909			—			—			14,017			—			18,617			50,543
Hotel	49,996			—			—			—			—			—			49,996
Total	1,285,914			70,519			1,054,594			523,937			49,269			445,084			3,429,317
% of Grand Totals	37.49		%	2.06		%	30.75		%	15.28		%	1.44		%	12.98		%	100.00		%
Rental Expenses:
Office	455,880			22,108			453,192			203,565			12,491			161,645			1,308,881
Residential	8,910			—			—			9,060			—			8,218			26,188
Hotel	35,599			—			—			—			—			—			35,599
Total	500,389			22,108			453,192			212,625			12,491			169,863			1,370,668
% of Grand Totals	36.52		%	1.61		%	33.06		%	15.51		%	0.91		%	12.39		%	100.00		%
Net operating income	$	785,525		$	48,411		$	601,402		$	311,312		$	36,778		$	275,221		$	2,058,649
% of Grand Totals	38.16		%	2.35		%	29.21		%	15.12		%	1.79		%	13.37		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(64,069)			—			(140,364)			—			—			—			(204,433)
Add: Company’s share of net operating income from unconsolidated joint ventures	35,274			28,381			6,853			16,537			9,023			26,501			122,569
Company’s share of net operating income	$	756,730		$	76,792		$	467,891		$	327,849		$	45,801		$	301,722		$	1,976,785
% of Grand Totals	38.29		%	3.88		%	23.67		%	16.58		%	2.32		%	15.26		%	100.00		%

For the year ended December 31, 2024:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,159,460		$	75,353		$	1,042,460		$	522,463		$	44,080		$	418,623		$	3,262,439
Residential	17,198			—			—			13,668			—			18,642			49,508
Hotel	51,224			—			—			—			—			—			51,224
Total	1,227,882			75,353			1,042,460			536,131			44,080			437,265			3,363,171
% of Grand Totals	36.51		%	2.24		%	31.00		%	15.94		%	1.31		%	13.00		%	100.00		%
Rental Expenses:
Office	427,446			27,537			437,600			199,324			13,170			158,289			1,263,366
Residential	6,495			—			—			8,940			—			8,037			23,472
Hotel	35,288			—			—			—			—			—			35,288
Total	469,229			27,537			437,600			208,264			13,170			166,326			1,322,126
% of Grand Totals	35.49		%	2.08		%	33.10		%	15.75		%	1.00		%	12.58		%	100.00		%
Net operating income	$	758,653		$	47,816		$	604,860		$	327,867		$	30,910		$	270,939		$	2,041,045
% of Grand Totals	37.18		%	2.35		%	29.63		%	16.06		%	1.51		%	13.27		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(46,487)			—			(140,220)			—			—			—			(186,707)
Add: Company’s share of net operating income from unconsolidated joint ventures	35,298			27,367			15,612			18,312			7,788			25,341			129,718
Company’s share of net operating income	$	747,464		$	75,183		$	480,252		$	346,179		$	38,698		$	296,280		$	1,984,056
% of Grand Totals	37.67		%	3.79		%	24.21		%	17.45		%	1.95		%	14.93		%	100.00		%

For the year ended December 31, 2023:


	Boston			Los Angeles			New York			San Francisco			Seattle			Washington, DC			Total
Rental Revenue:
Office	$	1,093,840		$	3,890		$	1,053,615		$	539,904		$	63,830		$	364,920		$	3,119,999
Residential	16,452			—			—			14,102			—			17,038			47,592
Hotel	47,357			—			—			—			—			—			47,357
Total	1,157,649			3,890			1,053,615			554,006			63,830			381,958			3,214,948
% of Grand Totals	36.01		%	0.12		%	32.77		%	17.23		%	1.99		%	11.88		%	100.00		%
Rental Expenses:
Office	393,339			1,431			415,831			194,205			12,387			143,504			1,160,697
Residential	6,378			—			—			9,255			—			7,617			23,250
Hotel	32,225			—			—			—			—			—			32,225
Total	431,942			1,431			415,831			203,460			12,387			151,121			1,216,172
% of Grand Totals	35.51		%	0.12		%	34.19		%	16.73		%	1.02		%	12.43		%	100.00		%
Net operating income	$	725,707		$	2,459		$	637,784		$	350,546		$	51,443		$	230,837		$	1,998,776
% of Grand Totals	36.31		%	0.12		%	31.91		%	17.54		%	2.57		%	11.55		%	100.00		%
Less: Net operating income attributable to noncontrolling interests in property partnerships	(45,730)			—			(148,635)			—			—			—			(194,365)
Add: Company’s share of net operating income from unconsolidated joint ventures	34,376			48,818			14,314			16,203			7,494			39,490			160,695
Company’s share of net operating income	$	714,353		$	51,277		$	503,463		$	366,749		$	58,937		$	270,327		$	1,965,106
% of Grand Totals	36.35		%	2.61		%	25.62		%	18.66		%	3.00		%	13.76		%	100.00		%

13. Earnings Per Share / Common Unit

The following table provides a reconciliation of both the net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership and the number of common shares / units used in the computation of basic EPS, which is calculated by dividing net income attributable to BXP, Inc. or net income attributable to Boston Properties Limited Partnership by the weighted-average number of common shares / units outstanding during the period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS using the two-class method. Participating securities are included in the computation of diluted EPS using the if-converted method if the impact is dilutive. Because the 2012 OPP Units and 2013 - 2022 MYLTIP Units required, and the 2023 - 2025 MYLTIP Units and 2025 OPP Units require, the Company to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, the Company excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock (See Note 2), and the related impact on earnings, are considered when calculating diluted EPS.

The following tables calculate BXP and BPLP’s earnings per share / unit for the years ended December 31, 2025, 2024 and 2023.

BXP


	Year ended December 31,
	2025		2024		2023
Computation of Basic and Diluted Earnings Per Share:	(amounts presented in thousands, except per share data)
Net income attributable to BXP, Inc.	$	276,800	$	14,272	$	190,215
Allocation of undistributed earnings to participating securities	—		—		—
Net income attributable to BXP, Inc.- basic	276,800		14,272		190,215
Effect of Dilutive Securities:
Stock Based Compensation	—		—		—
Net income attributable to BXP, Inc. - diluted	$	276,800	$	14,272	$	190,215

Weighted average common shares outstanding	158,330		157,468		156,863
Allocation of undistributed earnings to participating securities	—		—		—
Weighted average common shares outstanding - basic	158,330		157,468		156,863
Effect of Dilutive Securities:
Stock Based Compensation (1)	539		325		338
Weighted average common shares outstanding - diluted	158,869		157,793		157,201

Net income attributable to BXP, Inc. - basic earnings per share	$	1.75	$	0.09	$	1.21
Net income attributable to BXP, Inc. - diluted earnings per share	$	1.74	$	0.09	$	1.21

(1)During the years ended December 31, 2025, 2024 and 2023, there were approximately 653,343, 184,203 and 709,175 unvested performance-based Restricted Stock and LTIP Units, respectively, that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

BPLP


	Year ended December 31,
	2025		2024		2023
Computation of Basic and Diluted Earnings Per Unit:	(amounts presented in thousands, except per unit data)
Net income attributable to Boston Properties Limited Partnership	$	321,104	$	23,480	$	219,771
Allocation of undistributed earnings to participating securities	—		—		—
Net income attributable to Boston Properties Limited Partnership - basic	321,104		23,480		219,771
Effect of Dilutive Securities:
Stock Based Compensation	—		—		—
Net income attributable to Boston Properties Limited Partnership - diluted	$	321,104	$	23,480	$	219,771

Weighted average common units outstanding	175,858		175,390		174,796
Allocation of undistributed earnings to participating securities	—		—		—
Weighted average common units outstanding - basic	175,858		175,390		174,796
Effect of Dilutive Securities:
Stock Based Compensation (1)	539		325		338
Weighted average common units outstanding - diluted	176,397		175,715		175,134

Net income attributable to Boston Properties Limited Partnership basic earnings per unit	$	1.83	$	0.13	$	1.26
Net income attributable to Boston Properties Limited Partnership diluted earnings per unit	$	1.82	$	0.13	$	1.25

Redeemable common units included in weighted average common units	17,528		17,922		17,933

(1)During the years ended December 31, 2025, 2024 and 2023, there were approximately 653,343, 184,203 and 709,175 unvested performance-based Restricted Stock and LTIP Units, respectively, that were not included in the computation of diluted earnings per unit because to do so would have been antidilutive for the period.

14. Employee Benefit Plans

Effective January 1, 1985, the predecessor of the Company adopted a 401(k) Savings Plan (the “Plan”) for its employees. Upon formation, the Company adopted the Plan and the terms of the Plan.

Under the Plan, as amended, the Company’s matching contribution equals 200% of the first 3% of participant’s eligible earnings contributed (utilizing earnings that are not in excess of an amount established by the IRS ($350,000, $345,000 and $330,000 in 2025, 2024 and 2023, respectively), indexed for inflation) with no vesting requirement. The Company’s aggregate matching contribution for the years ended December 31, 2025, 2024 and 2023 was approximately $5.9 million, $5.9 million and $5.4 million, respectively.

The Company also maintains a deferred compensation plan that is designed to allow officers of BXP to defer a portion of the officer’s current income on a pre-tax basis and receive a tax-deferred return on these amounts deferred based on the performance of specific investments selected by the officer. The Company’s obligation under the plan is that of an unsecured promise to pay the deferred compensation to the plan participants in the future. At December 31, 2025 and 2024, the Company had maintained approximately $43.6 million and $38.7 million, respectively, in a separate account, which is not restricted as to its use. The Company’s liability under the plan is equal to the total amount of compensation deferred by the plan participants and earnings on the deferred compensation pursuant to investments elected by the plan participants. The Company’s liability as of December 31, 2025 and 2024 was approximately $43.6 million and $38.7 million, respectively, which are included in the accompanying Consolidated Balance Sheets.

15. Stock Option and Incentive Plan

Boston Properties, Inc. 2021 Stock Incentive Plan

At the Company’s 2021 annual meeting of stockholders held on May 20, 2021, its stockholders approved the Boston Properties, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the Boston Properties, Inc. 2012 Stock Option and Incentive Plan (the “2012 Plan”) and no further awards will be issued under the 2012 Plan. The material features of the 2021 Plan include, among other things: (i) the maximum number of shares of common stock reserved and available for issuance under the 2021 Plan is 5,400,000 shares less one share for every one share that was granted between March 4, 2021 and May 19, 2021 under the 2012 Plan, (ii) shares of common stock underlying awards granted under the 2021 Plan or the 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan and, with respect to “full-value” awards under the 2021 Plan or the 2012 Plan, shares tendered or held back for taxes and shares previously reserved for issuance pursuant to such an award to the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g., in the event that a full-value award that may be settled in cash or by issuance of shares of common stock is settled in cash) will be added back to the shares available for issuance under the 2021 Plan, (iii) the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, dividend equivalent rights, cash-based awards and other equity-based awards (including LTIP Units) is permitted, (iv) stock options may not be repriced and “underwater” stock options may not be exchanged for another award or cash without stockholder approval; and (v) the term of the 2021 Plan ends ten years from the date of stockholder approval, or May 20, 2031.

2025 OPP Units

On December 22, 2025 (the “Grant Date”), BXP’s Compensation Committee approved the 2025 OPP Units. The Company granted performance-based equity awards (the “OPP Awards”) to certain members of the Company’s senior leadership team. The OPP Awards were issued pursuant to the 2021 Plan in the form of LTIP Units of BPLP and consist of an opportunity to earn up to an aggregate of 711,864 LTIP Units. The number of LTIP Units granted reflects the maximum that may be earned for achieving the highest level of performance and satisfying the service-based vesting requirements described below.

Each LTIP Unit granted under the OPP Awards may be converted into one Common Unit only if the service-based and performance-based vesting conditions described below are met. If such conditions are not met, the OPP Awards will be forfeited in their entirety. Under ASC 718 “Compensation – Stock Compensation,” the 2025 OPP Units have an aggregate value of approximately $31.9 million, which amount will generally be amortized into earnings under the graded vesting attribution method. The Company recognized $0.3 million of compensation expense related to the 2025 OPP Units for the period from December 22, 2025 through December 31, 2025.

Performance-Based Vesting Requirements

The Awards are subject to the performance-based vesting requirements during the period from the Grant Date through the fourth anniversary of the Grant Date (the “Performance Period”), and are linked to the creation of significant shareholder value during the Performance Period based on the Company’s “Dividend-Adjusted Stock Price” and “Dividend-Adjusted Stock Price Performance” (each as defined below).

At a Dividend-Adjusted Stock Price Performance equal to or greater than $90.00, an approximately 30% increase from the closing stock price on the Grant Date, the LTIP Units will be earned as follows (subject to the additional service-based vesting requirements described below):


Performance Tier	Dividend-Adjusted Stock Price Performance	Percentage of Award Earned
Eight	$118.00	100.0%
Seven	$114.00	87.5%
Six	$110.00	75.0%
Five	$106.00	62.5%
Four	$102.00	50.0%
Three	$98.00	37.5%
Two	$94.00	25.0%
One	$90.00	12.5%

There will be no linear interpolation if Dividend-Adjusted Stock Price Performance falls between performance tiers.

Service-Based Vesting Requirements

One-third of the LTIP Units granted under the OPP Awards will vest on the second anniversary of the Grant Date, with the remaining two-thirds of the LTIP units vesting ratably over the third and fourth years of the Performance Period, subject to continued service and the achievement of the performance-based vesting conditions described above. Prior to the second anniversary of the Grant Date, or in the event of a termination for “cause,” OPP Award recipients will not be eligible to earn any LTIP Units. Except in connection with a change in control as described below, the LTIP Units will not be eligible for any acceleration of vesting.

If an Award recipient’s service terminates following the second anniversary of the Grant Date and before the end of the Performance Period for any reason other than termination by the Company for “cause,” the earned LTIP Units will vest based on the highest level of performance achieved during that OPP Award recipient’s service period as follows: in addition to the one-third of the earned LTIP Units that vested as of the first anniversary of the Grant Date, the vesting of the remaining two-thirds of the earned LTIP Units will be prorated based on the number of days elapsed between the second anniversary of the Grant Date and the fourth anniversary of the Grant Date.

Unlike the Company’s MYLTIP Awards, the OPP Awards do not provide for accelerated or continued vesting in connection with a qualified retirement.

In connection with a change in control, performance-based vesting will be measured through the date of the change in control as set forth above. With respect to service-based vesting, if the acquiror does not assume or replace the LTIP Units on substantially the same terms, the LTIP Units will vest immediately upon the change in control to the extent earned based on performance. If the acquiror does assume or replace the LTIP Units on substantially the same terms, the LTIP Units will remain outstanding and remain subject to the service-based vesting requirements set forth above; provided that, if, within 24 months of the change in control, the recipient’s service to the Company (or its successor) is terminated either (i) by the Company (or its successor) without “cause” or (ii) by the Award recipient for “good reason,” then any unvested LTIP Units will become fully vested upon such termination.

2025 MYLTIP

On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP. The 2025 MYLTIP awards consist of three components. Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted Funds from Operations (“FFO”) per share growth, respectively, over a three-year measurement period as the performance metrics. The third component, weighted 20%, utilizes an average leverage ratio as the performance metric. Earned awards will range from zero to a maximum of 354,940 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 177,470 LTIP Units. Under ASC 718 “Compensation – Stock Compensation,” the 2025 MYLTIP awards have an aggregate value of approximately $12.7 million.

MYLTIP Measurement Period Results

The following table shows the results for the MYLTIP awards at the end of their respective three-year measurement period (Aggregate value is shown in millions):


	Measurement Date	Final Payout as a % of Target		Aggregate Value		Forfeited Units
2022 MYLTIP Awards	January 31, 2025	59	%	$	5.4	177,919
2021 MYLTIP Awards	February 1, 2024	112	%	$	12.6	155,625
2020 MYLTIP Awards	February 3, 2023	50	%	$	3.8	152,460

Issuances (Restricted Stock, LTIP Units and MYLTIP Units)

The following table shows information for restricted stock that were issued by BXP during the years ended December 31, 2025, 2024 and 2023 (Issued value is shown in millions):


Restricted Stock	2025		2024		2023
Shares issued	56,273		83,316		73,762
Issued value	$	4.1	$	5.3	$	5.4
Weighted-average price per share	$	72.37	$	63.28	$	72.57

The following table shows information for LTIP units that were issued by BPLP during the years ended December 31, 2025, 2024 and 2023 (Issued value is shown in millions):


LTIP Units	2025			2024			2023
Units Issued	406,646			451,044			430,824
Issued value	$	26.9		$	26.8		$	29.9
Weighted-average price per unit	$	66.10		$	59.41		$	69.29

Monte Carlo assumptions (1):
Expected life (in years)	5.7			5.7			5.7
Risk free interest rate	4.45		%	4.03		%	3.67		%
Expected price volatility	38.0		%	36.0		%	32.0		%

(1)LTIP Units were valued using a Monte Carlo simulation method model in accordance with the provisions of ASC 718.

The following table shows information for MYLTIP Units that were issued by BPLP during the years ended December 31, 2025, 2024 and 2023:


MYLTIP Units						2025						2024						2023
Units Issued						354,940						330,479						322,053

Employees and non-employee directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of BXP and BPLP. A majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. Because the 2012 OPP Units, 2025 OPP Units and 2013 - 2025 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method,

each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP’s Consolidated Balance Sheets and Partners’ Capital in BPLP’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units, OPP Units and MYLTIP Units was approximately $43.5 million, $42.6 million and $50.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, there was (1) an aggregate of approximately $20.7 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) $32.3 million unrecognized compensation expense related to unvested 2023 - 2025 MYLTIP Units and 2025 OPP Units. The unrecognized compensation expense related to unvested restricted stock and LTIP Units is expected to be recognized over a weighted-average period of approximately 3.3 years.

BXP did not issue or have outstanding any non-qualified stock options under the 2012 Plan or 2021 Plan during the years ended December 31, 2025, 2024 and 2023.

Employee Stock Purchase Plan

BXP adopted the 1999 Non-Qualified Employee Stock Purchase Plan (the “Stock Purchase Plan”) to encourage the ownership of Common Stock by eligible employees. The Stock Purchase Plan became effective on January 1, 1999 with an aggregate maximum of 250,000 shares of Common Stock available for issuance. The Stock Purchase Plan provides for eligible employees to purchase on the business day immediately following the end of the biannual purchase periods (i.e., January 1-June 30 and July 1-December 31) shares of Common Stock at a purchase price equal to 85% of the average closing prices of the Common Stock during the last ten business days of the purchase period. Information for the Common Stock issues under the Stock Purchase Plan during the years ended December 31, 2025, 2024 and 2023 is as follows:


	2025		2024		2023
Shares issued	13,302		17,237		18,552
Weighted average price per share	$	61.67	$	56.28	$	51.93

16. Related Party Transactions

Raymond A. Ritchey’s brother was employed by a real estate brokerage firm and participated in brokerage activities for which the Company paid the firm approximately $0.5 million for the year ended December 31, 2023. The Company’s contract with this real estate brokerage firm ended on February 1, 2023. Mr. Ritchey is a Senior Executive Vice President of BXP.

On June 5, 2023, a joint venture in which the Company owns a 30% interest repaid the construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties. The new mortgage loans have an aggregate principal balance of $105.0 million, bear interest at a weighted average fixed rate of 6.83% per annum and mature on June 5, 2026. The Company funded $10.5 million of the refinancing at a fixed rate equal to 8.03% per annum. The loan has been reflected as a Related Party Note Receivable, Net on the Company’s Consolidated Balance Sheets. The Company has recognized interest income of approximately $0.9 million, $0.8 million and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. 500 North Capitol Street, NW is an approximately 231,000 net rentable square foot office property in Washington, DC.

On July 13, 2018, the Company entered into a joint venture with a third party to acquire a development site at 3 Hudson Boulevard that, upon the future acquisition of additional available development rights, can accommodate an office tower with up to 2.0 million net rentable square feet located on the entire square block between 11th Avenue and Hudson Boulevard Park from West 34th Street to West 35th Street in New York City. The Company owns a 25% interest in, and is the managing member of the joint venture. The Company provided $80.0 million of mortgage financing to the joint venture that bore interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matured on August 7, 2024. The loan was in maturity default from August 7, 2024 to October 17, 2025. On October 17, 2025, the joint venture refinanced the mortgage loan (See Note 6) which includes a mezzanine loan provided by the Company with a maximum commitment of $50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25% per annum. As of December 31, 2025, the Company had funded approximately $18.4 million of the mezzanine loan. The previous loan and existing mezzanine loan and interests

accrued under these loans are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets. The Company elected to waive the unpaid accrued default interest of approximately $5.8 million under the previous loan. The Company determined it was not reasonably probable that it would collect the default interest and therefore had been reserving for it within Interest and Other Income (Loss) on its Consolidated Balance Sheets. The Company has recognized total interest income of approximately $6.4 million, $11.6 million and $8.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to these loans.

In accordance with the 2021 Plan, and as approved by its Board of Directors, seven non-employee directors made elections to receive deferred stock units in lieu of cash fees for 2025. As a result of these elections, the aggregate cash fees otherwise payable to a non-employee director during a fiscal quarter are converted into a number of deferred stock units equal to the aggregate cash fees divided by the last reported sales price of a share of BXP’s Common Stock on the last trading of the applicable fiscal quarter. The deferred stock units are also credited with dividend equivalents as dividends are paid by BXP. The deferred stock units may be settled in shares of BXP’s Common Stock upon the cessation of such director’s service on the Board of Directors of BXP. The non-employee director compensation program provides, subject to certain conditions, the non-employee directors holding deferred stock units with the ability to elect, following cessation of their service on BXP’s Board of Directors, to diversify their investment elections into non-employer securities on a pre-tax basis and receive tax-deferred returns on such deferrals, which will ultimately be settled in cash. The Company’s obligation under the plan is that of an unsecured promise to pay the deferred compensation to the non-employee director in the future. At December 31, 2025 and 2024, the Company had maintained approximately $0.8 million and $0.7 million, respectively, in a separate account, which is not restricted as to its use. The Company’s liability under the plan is equal to the total amount of compensation deferred by the non-employee director and earnings on the deferred compensation pursuant to investments elected by the non-employee director. The Company’s liability as of December 31, 2025 and 2024 was approximately $0.8 million and $0.7 million, respectively, which is included in the accompanying Consolidated Balance Sheets. The terms of the non-employee director compensation program require the classification of these deferred stock units as temporary equity on the Consolidated Balance Sheets of BXP, Inc. and Boston Properties Limited Partnership within Redeemable Deferred Stock Units. At December 31, 2025 and 2024, BXP had outstanding 111,701 and 128,227 deferred stock units, respectively.

17. Subsequent Events

On January 2, 2026, the Company completed the sale of its 50% ownership interest in the joint venture that owns Gateway Commons for a gross sales price of approximately $150.0 million. Gateway Commons is an office park that consists of five buildings aggregating approximately 792,700 net rentable square feet located in South San Francisco, California.

On January 14, 2026, the Company completed the sale of North First Business Park located in San Jose, California for a gross sale price of approximately $50.5 million. North First Business Park is an office park that consist of five office buildings aggregating approximately 191,000 net rentable square feet.

On January 16, 2026, the Company fully placed in-service Reston Next Retail, located in Reston, Virginia. Reston Next Retail is a retail development with approximately 30,000 net rentable square feet.

On January 30, 2026, BXP granted an aggregate of 89,114 shares of restricted common stock and BPLP issued an aggregate of 429,396 LTIP Units under the 2021 Plan to certain employees of BXP

On February 2, 2026, BPLP repaid $1.0 billion in aggregate principal amount of its 3.650% senior notes due February 1, 2026. The repayment was completed with available cash. The repayment price was approximately $1.0 billion, which was equal to the stated principal plus approximately $18.3 million of accrued and unpaid interest to, but not including, the repayment date. Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

On February 3, 2026, BXP’s Compensation Committee approved the 2026 Multi-Year Long-Term Incentive Program (the “2026 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP. The 2026 MYLTIP awards consists of three components. Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted FFO per share growth, respectively, over a three year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric. Earned awards will range from zero to a maximum of 458,393 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 229,195 LTIP Units. Under ASC 718, the 2026 MYLTIP awards have an aggregate value of approximately $14.6 million.

On February 5, 2026, the Company completed the sale of Shady Grove Parcel 1 located in Rockville, Maryland for a gross sale price of approximately $24.7 million. Shady Grove Parcel 1 consists of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel.

On February 6, 2026, the three-year measurement period for the Company’s 2023 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 95% of target, or an aggregate of approximately $9.9 million (after giving effect to employee separations). As a result, an aggregate of 168,717 2023 MYLTIP Units that had been previously granted were automatically forfeited.

On February 25, 2026, the Company completed the sale of The Lofts at Atlantic Wharf located in Boston, Massachusetts for a gross sales price of $55.5 million. The Lofts at Atlantic Wharf is a residential property consisting of 86 residential units and approximately 87,000 net rentable square feet.

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