Item 1. Financial Statements.

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Item 1. Financial Statements.

BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
June 30, 2026December 31, 2025
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $8,169,231 and $8,005,124 at June 30, 2026 and December 31, 2025, respectively)$28,606,910$28,241,879
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2026 and December 31, 2025, respectively)371,889372,470
Right of use assets - operating leases290,726325,841
Less: accumulated depreciation (amounts related to VIEs of $(1,836,395) and $(1,763,988) at June 30, 2026 and December 31, 2025, respectively)(8,277,690)(8,040,311)
Total real estate20,991,83520,899,879
Cash and cash equivalents (amounts related to VIEs of $286,535 and $255,631 at June 30, 2026 and December 31, 2025, respectively)493,9491,478,206
Cash held in escrows (amounts related to VIEs of $5,218 and $10,319 at June 30, 2026 and December 31, 2025, respectively)59,51479,060
Investments in securities46,52644,614
Tenant and other receivables, net (amounts related to VIEs of $34,292 and $30,989 at June 30, 2026 and December 31, 2025, respectively)90,67992,625
Note receivable, net12,1859,373
Related party notes receivable, net35,33728,346
Sales-type lease receivable, net16,17015,672
Accrued rental income, net (amounts related to VIEs of $479,569 and $470,734 at June 30, 2026 and December 31, 2025, respectively)1,573,9591,538,515
Deferred charges, net (amounts related to VIEs of $199,438 and $204,924 at June 30, 2026 and December 31, 2025, respectively)848,273847,690
Prepaid expenses and other assets (amounts related to VIEs of $11,990 and $14,509 at June 30, 2026 and December 31, 2025, respectively)122,830108,105
Investments in unconsolidated joint ventures820,068999,309
Assets held for sale62,54424,770
Total assets$25,173,869$26,166,164
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,289,291 and $3,286,870 at June 30, 2026 and December 31, 2025, respectively)$4,281,198$4,280,067
Unsecured senior notes, net8,811,1589,806,100
Unsecured exchangeable senior notes, net978,642976,263
Unsecured line of credit——
Unsecured term loans, net797,565797,053
Unsecured commercial paper750,000750,000
Lease liabilities - finance leases (amounts related to VIEs of $21,164 and $21,074 at June 30, 2026 and December 31, 2025, respectively)353,436360,039
Lease liabilities - operating leases386,487389,213
Accounts payable and accrued expenses (amounts related to VIEs of $77,945 and $88,849 at June 30, 2026 and December 31, 2025, respectively)474,141480,017
Dividends and distributions payable123,857123,753
Accrued interest payable109,523125,345
Other liabilities (amounts related to VIEs of $114,331 and $95,209 at June 30, 2026 and December 31, 2025, respectively)364,082386,074
BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts)
June 30, 2026December 31, 2025
Liabilities held for sale6,130—
Total liabilities17,436,21918,473,924
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 119,549 and 111,701 units outstanding at redemption value at June 30, 2026 and December 31, 2025, respectively7,9277,538
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, 159,600,410 and 158,627,198 issued and 159,521,510 and 158,548,298 outstanding at June 30, 2026 and December 31, 2025, respectively1,5951,585
Additional paid-in capital6,881,6716,836,243
Dividends in excess of earnings(1,727,547)(1,674,995)
Treasury common stock at cost, 78,900 shares at June 30, 2026 and December 31, 2025(2,722)(2,722)
Accumulated other comprehensive income (loss)2,148(12,921)
Total stockholders’ equity attributable to BXP, Inc.5,155,1455,147,190
Noncontrolling interests:
Common units of Boston Properties Limited Partnership555,763566,563
Property partnerships2,018,8151,970,949
Total equity7,729,7237,684,702
Total liabilities and equity$25,173,869$26,166,164

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

BXP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except for per share amounts)

Three months ended June 30,Six months ended June 30,
2026202520262025
Revenue
Lease$831,678$805,935$1,649,834$1,617,037
Parking and other37,58634,79968,40065,041
Hotel14,90114,77324,00224,370
Development and management services7,6338,84616,84018,621
Direct reimbursements of payroll and related costs from management services contracts3,9014,1048,7718,603
Total revenue895,699868,4571,767,8471,733,672
Expenses
Operating
Rental336,141332,062680,223663,640
Hotel9,3699,36517,35116,930
General and administrative50,44442,516109,78594,800
Payroll and related costs from management services contracts3,9014,1048,7718,603
Transaction costs(62)357671,125
Depreciation and amortization236,977223,819464,944443,926
Total expenses636,770612,2231,281,1411,229,024
Other income (expense)
Income (loss) from unconsolidated joint ventures(2,448)(3,324)32,965(5,463)
Gains on sales of real estate6,99718,39020,39918,390
Loss on sales-type lease———(2,490)
Interest and other income (loss)6,1378,06315,02215,813
Gains from investments in securities4,3852,6003,8192,235
Unrealized gain (loss) on non-real estate investments(75)(39)113(522)
Impairment loss(18,036)—(18,036)—
Loss from early extinguishment of debt———(338)
Interest expense(153,425)(162,783)(305,518)(326,227)
Net income102,464119,141235,470206,046
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships(26,121)(20,100)(45,990)(38,849)
Noncontrolling interest—common units of the Operating Partnership(7,779)(10,064)(19,294)(17,036)
Net income attributable to BXP, Inc.$68,564$88,977$170,186$150,161
Basic earnings per common share attributable to BXP, Inc.
Net income$0.43$0.56$1.07$0.95
Weighted average number of common shares outstanding159,167158,312158,863158,257
Diluted earnings per common share attributable to BXP, Inc.
Net income$0.43$0.56$1.07$0.95
Weighted average number of common and common equivalent shares outstanding159,629158,795159,344158,713

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

BXP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

Three months ended June 30,Six months ended June 30,
2026202520262025
Net income$102,464$119,141$235,470$206,046
Other comprehensive income (loss):
Effective portion of interest rate contracts7,594(5,636)13,667(18,912)
Amortization of interest rate contracts (1)1,6761,6923,3524,773
Other comprehensive income (loss)9,270(3,944)17,019(14,139)
Comprehensive income111,734115,197252,489191,907
Net income attributable to noncontrolling interests(33,900)(30,164)(65,284)(55,885)
Other comprehensive (income) loss attributable to noncontrolling interests(1,040)264(1,950)1,152
Comprehensive income attributable to BXP, Inc.$76,794$85,297$185,255$137,174

(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 (unaudited and in thousands)
Common StockAdditional Paid-in CapitalDividends in Excess of EarningsTreasury Stock, at costAccumulated Other Comprehensive Income (Loss)Noncontrolling Interests - Common UnitsNoncontrolling Interests - Property PartnershipsTotal
SharesAmount
Equity, March 31, 2026158,676$1,587$6,843,822$(1,684,492)$(2,722)$(6,082)$583,922$1,982,286$7,718,321
Redemption of operating partnership units to common stock837825,991———(25,999)——
Allocated net income for the period———68,610——7,73326,121102,464
Dividends/distributions declared———(111,665)——(12,709)—(124,374)
Net activity from stock option and incentive plan9—(204)———14,043—13,839
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(61)————28,22928,168
Distributions to noncontrolling interests in property partnerships———————(17,965)(17,965)
Effective portion of interest rate contracts—————6,848746—7,594
Amortization of interest rate contracts—————1,3821501441,676
Reallocation of noncontrolling interest——12,123———(12,123)——
Equity, June 30, 2026159,522$1,595$6,881,671$(1,727,547)$(2,722)$2,148$555,763$2,018,815$7,729,723
Equity, March 31, 2025158,323$1,583$6,846,015$(1,513,555)$(2,722)$(11,379)$591,555$1,938,344$7,849,841
Redemption of operating partnership units to common stock41124———(125)——
Allocated net income for the period———88,984——10,05720,100119,141
Dividends/distributions declared———(155,199)——(18,158)—(173,357)
Shares issued pursuant to stock purchase plan——(62)—————(62)
Net activity from stock option and incentive plan39—3,111———10,736—13,847
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(3,441)————63,88260,441
Distributions to noncontrolling interests in property partnerships———————(18,477)(18,477)
Effective portion of interest rate contracts—————(5,075)(561)—(5,636)
Amortization of interest rate contracts—————1,3951531441,692
Reallocation of noncontrolling interest——9,006———(9,006)——
Equity, June 30, 2025158,366$1,584$6,854,753$(1,579,770)$(2,722)$(15,059)$584,651$2,003,993$7,847,430
BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands)
Common StockAdditional Paid-in CapitalDividends in Excess of EarningsTreasury Stock, at costAccumulated Other Comprehensive Income (Loss)Noncontrolling Interests - Common UnitsNoncontrolling Interests - Property PartnershipsTotal
SharesAmount
Equity, December 31, 2025158,548$1,585$6,836,243$(1,674,995)$(2,722)$(12,921)$566,563$1,970,949$7,684,702
Redemption of operating partnership units to common stock8861027,521———(27,531)——
Allocated net income for the period———170,186——19,29445,990235,470
Dividends/distributions declared———(222,738)——(25,990)—(248,728)
Shares issued pursuant to stock purchase plan6—441—————441
Net activity from stock option and incentive plan82—2,243———37,059—39,302
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(71)————42,16342,092
Distributions to noncontrolling interests in property partnerships———————(40,575)(40,575)
Effective portion of interest rate contracts—————12,3101,357—13,667
Amortization of interest rate contracts—————2,7593052883,352
Reallocation of noncontrolling interest——15,294———(15,294)——
Equity, June 30, 2026159,522$1,595$6,881,671$(1,727,547)$(2,722)$2,148$555,763$2,018,815$7,729,723
Equity, December 31, 2024158,175$1,582$6,836,093$(1,419,575)$(2,722)$(2,072)$591,270$1,933,545$7,938,121
Redemption of operating partnership units to common stock11623,799———(3,801)——
Allocated net income for the period———150,161——17,03638,849206,046
Dividends/distributions declared———(310,356)——(36,307)—(346,663)
Shares issued pursuant to stock purchase plan6—408—————408
Net activity from stock option and incentive plan69—4,343———31,725—36,068
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(3,722)————69,31365,591
Distributions to noncontrolling interests in property partnerships———————(38,002)(38,002)
Effective portion of interest rate contracts—————(17,025)(1,887)—(18,912)
Amortization of interest rate contracts—————4,0384472884,773
Reallocation of noncontrolling interest——13,832———(13,832)——
Equity, June 30, 2025158,366$1,584$6,854,753$(1,579,770)$(2,722)$(15,059)$584,651$2,003,993$7,847,430

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

BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
Six months ended June 30,
20262025
Cash flows from operating activities:
Net income$235,470$206,046
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization464,944443,926
Impairment loss18,036—
Amortization of right of use assets - operating leases(43)289
Amortization of sales type lease(494)(513)
Non-cash compensation expense41,05734,860
(Income) loss from unconsolidated joint ventures(32,965)5,463
Distributions of net cash flow from operations of unconsolidated joint ventures61,01025,857
Gains from investments in securities(3,819)(2,235)
Allowance for current expected credit losses134(6)
Non-cash portion of interest expense15,94716,926
Loss from early extinguishments of debt—338
Gains on sales of real estate(20,399)(18,390)
Loss on sales-type lease—2,490
Unrealized (gain) loss on non-real estate investments(113)522
Change in assets and liabilities:
Tenant and other receivables, net(6,097)4,336
Accrued rental income, net(23,209)(51,222)
Prepaid expenses and other assets(15,399)(22,275)
Lease liabilities - operating leases(8,944)199
Accounts payable and accrued expenses(9,192)12,133
Accrued interest payable(15,821)(7,116)
Other liabilities(29,243)(41,586)
Tenant leasing costs(68,336)(46,861)
Total adjustments367,054357,135
Net cash provided by operating activities602,524563,181
Cash flows from investing activities:
Construction in progress(404,691)(278,667)
Building, pre-development and other capital improvements(55,819)(129,031)
Tenant improvements(176,520)(139,748)
Proceeds from sales of real estate143,93621,840
Capital contributions to unconsolidated joint ventures(69,117)(84,432)
Capital distributions from unconsolidated joint ventures7,431—
Proceeds from sales of investments in unconsolidated joint ventures215,058—
Investment in non-real estate investments(1,103)(1,430)
Issuance of notes receivable (including related party)(9,946)(1,800)
Investments in securities, net1,890864
Net cash used in investing activities(348,881)(612,404)
Cash flows from financing activities:
Repayments of mortgage notes payable(2,151)(2,152)
Repayment / redemption of unsecured senior notes(1,000,000)(850,000)
Borrowings on unsecured line of credit—520,000
BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
Six months ended June 30,
20262025
Repayments of unsecured line of credit—(335,000)
Borrowings on unsecured term loans—700,000
Repayment of unsecured term loans—(700,000)
Payments on finance lease obligations(7,124)(6,735)
Borrowings on commercial paper program5,520,9103,997,365
Repayments on commercial paper program(5,520,910)(3,747,365)
Deferred financing costs(139)(14,478)
Net activity from equity transactions(925)(938)
Dividends and distributions(248,624)(346,418)
Contributions from noncontrolling interests in property partnerships42,09265,591
Distributions to noncontrolling interests in property partnerships(40,575)(38,002)
Net cash used in financing activities(1,257,446)(758,132)
Net decrease in cash and cash equivalents and cash held in escrows(1,003,803)(807,355)
Cash and cash equivalents and cash held in escrows, beginning of period1,557,2661,335,196
Cash and cash equivalents and cash held in escrows, end of period$553,463$527,841
Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period$1,478,206$1,254,882
Cash held in escrows, beginning of period79,06080,314
Cash and cash equivalents and cash held in escrows, beginning of period$1,557,266$1,335,196
Cash and cash equivalents, end of period$493,949$446,953
Cash held in escrows, end of period59,51480,888
Cash and cash equivalents and cash held in escrows, end of period$553,463$527,841
Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)$333,647$342,936
Interest capitalized$29,358$22,465
Non-cash investing and financing activities:
Write-off of fully depreciated real estate$(83,550)$(48,037)
Change in real estate included in accounts payable and accrued expenses$7,754$64,135
Non-cash contributions from noncontrolling interests in property partnerships, net$71$(2,393)
Capitalized operating lease costs$16,098$15,096
Real estate contributed in exchange for investment in unconsolidated joint venture$—$(5,595)
Investment in unconsolidated joint ventures funded by real estate contributed$—$5,595
Dividends and distributions declared but not paid$123,857$172,732
Conversions of noncontrolling interests to stockholders’ equity$27,531$3,801
Issuance of restricted securities to employees and non-employee directors$47,151$43,658

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

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
June 30, 2026December 31, 2025
ASSETS
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $8,169,231 and $8,005,124 at June 30, 2026 and December 31, 2025, respectively)$28,251,536$27,884,397
Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2026 and December 31, 2025, respectively)371,889372,470
Right of use assets - operating leases290,726325,841
Less: accumulated depreciation (amounts related to VIEs of $(1,836,395) and $(1,763,988) at June 30, 2026 and December 31, 2025, respectively)(8,141,495)(7,906,629)
Total real estate20,772,65620,676,079
Cash and cash equivalents (amounts related to VIEs of $286,535 and $255,631 at June 30, 2026 and December 31, 2025, respectively)493,9491,478,206
Cash held in escrows (amounts related to VIEs of $5,218 and $10,319 at June 30, 2026 and December 31, 2025, respectively)59,51479,060
Investments in securities46,52644,614
Tenant and other receivables, net (amounts related to VIEs of $34,292 and $30,989 at June 30, 2026 and December 31, 2025, respectively)90,67992,625
Note receivable, net12,1859,373
Related party notes receivable, net35,33728,346
Sales-type lease receivable, net16,17015,672
Accrued rental income, net (amounts related to VIEs of $479,569 and $470,734 at June 30, 2026 and December 31, 2025, respectively)1,573,9591,538,515
Deferred charges, net (amounts related to VIEs of $199,438 and $204,924 at June 30, 2026 and December 31, 2025, respectively)848,273847,690
Prepaid expenses and other assets (amounts related to VIEs of $11,990 and $14,509 at June 30, 2026 and December 31, 2025, respectively)122,830108,105
Investments in unconsolidated joint ventures820,068999,309
Assets held for sale62,54424,770
Total assets$24,954,690$25,942,364
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net (amounts related to VIEs of $3,289,291 and $3,286,870 at June 30, 2026 and December 31, 2025, respectively)$4,281,198$4,280,067
Unsecured senior notes, net8,811,1589,806,100
Unsecured exchangeable senior notes, net978,642976,263
Unsecured line of credit——
Unsecured term loans, net797,565797,053
Unsecured commercial paper750,000750,000
Lease liabilities - finance leases (amounts related to VIEs of $21,164 and $21,074 at June 30, 2026 and December 31, 2025, respectively)353,436360,039
Lease liabilities - operating leases386,487389,213
Accounts payable and accrued expenses (amounts related to VIEs of $77,945 and $88,849 at June 30, 2026 and December 31, 2025, respectively)474,141480,017
Dividends and distributions payable123,857123,753
Accrued interest payable109,523125,345
Other liabilities (amounts related to VIEs of $114,331 and $95,209 at June 30, 2026 and December 31, 2025, respectively)364,082386,074
Liabilities held for sale6,130—
Total liabilities17,436,21918,473,924
BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts)
June 30, 2026December 31, 2025
Commitments and contingencies (See Note 8)
Redeemable deferred stock units— 119,549 and 111,701 units outstanding at redemption value at June 30, 2026 and December 31, 2025, respectively7,9277,538
Noncontrolling interests:
Redeemable partnership units— 14,867,831 and 15,590,009 common units and 3,102,888 and 2,662,140 long term incentive units outstanding at redemption value at June 30, 2026 and December 31, 2025, respectively1,233,6051,272,719
Capital:
Boston Properties Limited Partnership partners’ capital— 1,774,922 and 1,768,004 general partner units and 157,746,588 and 156,780,294 limited partner units outstanding at June 30, 2026 and December 31, 2025, respectively4,255,9764,230,155
Accumulated other comprehensive income (loss)2,148(12,921)
Total partners’ capital4,258,1244,217,234
Noncontrolling interests in property partnerships2,018,8151,970,949
Total capital6,276,9396,188,183
Total liabilities and capital$24,954,690$25,942,364

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except for per unit amounts)

Three months ended June 30,Six months ended June 30,
2026202520262025
Revenue
Lease$831,678$805,935$1,649,834$1,617,037
Parking and other37,58634,79968,40065,041
Hotel14,90114,77324,00224,370
Development and management services7,6338,84616,84018,621
Direct reimbursements of payroll and related costs from management services contracts3,9014,1048,7718,603
Total revenue895,699868,4571,767,8471,733,672
Expenses
Operating
Rental336,141332,062680,223663,640
Hotel9,3699,36517,35116,930
General and administrative50,44442,516109,78594,800
Payroll and related costs from management services contracts3,9014,1048,7718,603
Transaction costs(62)357671,125
Depreciation and amortization235,321222,116461,626440,520
Total expenses635,114610,5201,277,8231,225,618
Other income (expense)
Income (loss) from unconsolidated joint ventures(2,448)(3,324)32,965(5,463)
Gains on sales of real estate7,01618,48920,41818,489
Loss on sales-type lease———(2,490)
Interest and other income (loss)6,1378,06315,02215,813
Gains from investments in securities4,3852,6003,8192,235
Unrealized gain (loss) on non-real estate investments(75)(39)113(522)
Impairment loss(16,752)—(16,752)—
Loss from early extinguishment of debt———(338)
Interest expense(153,425)(162,783)(305,518)(326,227)
Net income105,423120,943240,091209,551
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships(26,121)(20,100)(45,990)(38,849)
Net income attributable to Boston Properties Limited Partnership$79,302$100,843$194,101$170,702
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Net income$0.45$0.57$1.10$0.97
Weighted average number of common units outstanding176,474175,871176,397175,812
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Net income$0.45$0.57$1.10$0.97
Weighted average number of common and common equivalent units outstanding176,936176,354176,878176,268

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

Three months ended June 30,Six months ended June 30,
2026202520262025
Net income$105,423$120,943$240,091$209,551
Other comprehensive income (loss):
Effective portion of interest rate contracts7,594(5,636)13,667(18,912)
Amortization of interest rate contracts (1)1,6761,6923,3524,773
Other comprehensive income (loss)9,270(3,944)17,019(14,139)
Comprehensive income114,693116,999257,110195,412
Comprehensive income attributable to noncontrolling interests(26,265)(20,244)(46,278)(39,137)
Comprehensive income attributable to Boston Properties Limited Partnership$88,428$96,755$210,832$156,275

(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 (unaudited and in thousands)
UnitsCapital
General PartnerLimited PartnerPartners’ Capital (General and Limited Partners)Accumulated Other Comprehensive Income (Loss)Noncontrolling Interests - Property PartnershipsTotal CapitalNoncontrolling Interests - Redeemable Partnership Units
Equity, March 31, 20261,775156,901$4,486,430$(6,082)$1,982,286$6,462,634$1,033,549
Net activity from contributions and unearned compensation—10(204)——(204)14,043
Allocated net income for the period——71,569—26,12197,6907,733
Distributions——(111,665)——(111,665)(12,709)
Conversion of redeemable partnership units—83625,999——25,999(25,999)
Adjustment to reflect redeemable partnership units at redemption value——(216,092)——(216,092)216,092
Effective portion of interest rate contracts———6,848—6,848746
Amortization of interest rate contracts———1,3821441,526150
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(61)—28,22928,168—
Distributions to noncontrolling interests in property partnerships————(17,965)(17,965)—
Equity, June 30, 20261,775157,747$4,255,976$2,148$2,018,815$6,276,939$1,233,605
Equity, March 31, 20251,767156,556$4,408,383$(11,379)$1,938,344$6,335,348$1,280,106
Net activity from contributions and unearned compensation1383,049——3,04910,736
Allocated net income for the period——90,786—20,100110,88610,057
Distributions——(155,199)——(155,199)(18,158)
Conversion of redeemable partnership units—4125——125(125)
Adjustment to reflect redeemable partnership units at redemption value——(2,853)——(2,853)2,853
Effective portion of interest rate contracts———(5,075)—(5,075)(561)
Amortization of interest rate contracts———1,3951441,539153
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(3,441)—63,88260,441—
Distributions to noncontrolling interests in property partnerships————(18,477)(18,477)—
Equity, June 30, 20251,768156,598$4,340,850$(15,059)$2,003,993$6,329,784$1,285,061
BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands)
UnitsCapital
General PartnerLimited PartnerPartners’ Capital (General and Limited Partners)Accumulated Other Comprehensive Income (Loss)Noncontrolling Interests - Property PartnershipsTotal CapitalNoncontrolling Interests - Redeemable Partnership Units
Equity, December 31, 20251,768156,780$4,230,155$(12,921)$1,970,949$6,188,183$1,272,719
Net activity from contributions and unearned compensation4842,684——2,68437,059
Allocated net income for the period——174,807—45,990220,79719,294
Distributions——(222,738)——(222,738)(25,990)
Conversion of redeemable partnership units388327,531——27,531(27,531)
Adjustment to reflect redeemable partnership units at redemption value——43,608——43,608(43,608)
Effective portion of interest rate contracts———12,310—12,3101,357
Amortization of interest rate contracts———2,7592883,047305
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(71)—42,16342,092—
Distributions to noncontrolling interests in property partnerships————(40,575)(40,575)—
Equity, June 30, 20261,775157,747$4,255,976$2,148$2,018,815$6,276,939$1,233,605
Equity, December 31, 20241,762156,413$4,391,985$(2,072)$1,933,545$6,323,458$1,378,573
Net activity from contributions and unearned compensation2734,751——4,75131,725
Allocated net income for the period——153,666—38,849192,51517,036
Distributions——(310,356)——(310,356)(36,307)
Conversion of redeemable partnership units41123,801——3,801(3,801)
Adjustment to reflect redeemable partnership units at redemption value——100,725——100,725(100,725)
Effective portion of interest rate contracts———(17,025)—(17,025)(1,887)
Amortization of interest rate contracts———4,0382884,326447
Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships——(3,722)—69,31365,591—
Distributions to noncontrolling interests in property partnerships————(38,002)(38,002)—
Equity, June 30, 20251,768156,598$4,340,850$(15,059)$2,003,993$6,329,784$1,285,061

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

BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
Six months ended June 30,
20262025
Cash flows from operating activities:
Net income$240,091$209,551
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization461,626440,520
Impairment loss16,752—
Amortization of right of use assets - operating leases(43)289
Amortization of sales type lease(494)(513)
Non-cash compensation expense41,05734,860
(Income) loss from unconsolidated joint ventures(32,965)5,463
Distributions of net cash flow from operations of unconsolidated joint ventures61,01025,857
Gains from investments in securities(3,819)(2,235)
Allowance for current expected credit losses134(6)
Non-cash portion of interest expense15,94716,926
Loss from early extinguishments of debt—338
Gains on sales of real estate(20,418)(18,489)
Loss on sales-type lease—2,490
Unrealized (gain) loss on non-real estate investments(113)522
Change in assets and liabilities:
Tenant and other receivables, net(6,097)4,336
Accrued rental income, net(23,209)(51,222)
Prepaid expenses and other assets(15,399)(22,275)
Lease liabilities - operating leases(8,944)199
Accounts payable and accrued expenses(9,192)12,133
Accrued interest payable(15,821)(7,116)
Other liabilities(29,243)(41,586)
Tenant leasing costs(68,336)(46,861)
Total adjustments362,433353,630
Net cash provided by operating activities602,524563,181
Cash flows from investing activities:
Construction in progress(404,691)(278,667)
Building, pre-development and other capital improvements(55,819)(129,031)
Tenant improvements(176,520)(139,748)
Proceeds from sales of real estate143,93621,840
Capital contributions to unconsolidated joint ventures(69,117)(84,432)
Capital distributions from unconsolidated joint ventures7,431—
Proceeds from sales of investments in unconsolidated joint ventures215,058—
Investment in non-real estate investments(1,103)(1,430)
Issuance of notes receivable (including related party)(9,946)(1,800)
Investments in securities, net1,890864
Net cash used in investing activities(348,881)(612,404)
Cash flows from financing activities:
Repayments of mortgage notes payable(2,151)(2,152)
Repayment / redemption of unsecured senior notes(1,000,000)(850,000)
BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
Six months ended June 30,
20262025
Borrowings on unsecured line of credit—520,000
Repayments of unsecured line of credit—(335,000)
Borrowings on unsecured term loans—700,000
Repayment of unsecured term loans—(700,000)
Payments on finance lease obligations(7,124)(6,735)
Borrowings on commercial paper program5,520,9103,997,365
Repayments on commercial paper program(5,520,910)(3,747,365)
Deferred financing costs(139)(14,478)
Net activity from equity transactions(925)(938)
Distributions(248,624)(346,418)
Contributions from noncontrolling interests in property partnerships42,09265,591
Distributions to noncontrolling interests in property partnerships(40,575)(38,002)
Net cash used in financing activities(1,257,446)(758,132)
Net decrease in cash and cash equivalents and cash held in escrows(1,003,803)(807,355)
Cash and cash equivalents and cash held in escrows, beginning of period1,557,2661,335,196
Cash and cash equivalents and cash held in escrows, end of period$553,463$527,841
Reconciliation of cash and cash equivalents and cash held in escrows:
Cash and cash equivalents, beginning of period$1,478,206$1,254,882
Cash held in escrows, beginning of period79,06080,314
Cash and cash equivalents and cash held in escrows, beginning of period$1,557,266$1,335,196
Cash and cash equivalents, end of period$493,949$446,953
Cash held in escrows, end of period59,51480,888
Cash and cash equivalents and cash held in escrows, end of period$553,463$527,841
Supplemental disclosures:
Cash paid for interest (net of amounts capitalized)$333,647$342,936
Interest capitalized$29,358$22,465
Non-cash investing and financing activities:
Write-off of fully depreciated real estate$(83,550)$(48,037)
Change in real estate included in accounts payable and accrued expenses$7,754$64,135
Non-cash contributions from noncontrolling interests in property partnerships, net$71$(2,393)
Capitalized operating lease costs$16,098$15,096
Real estate contributed in exchange for investment in unconsolidated joint venture$—$(5,595)
Investment in unconsolidated joint ventures funded by real estate contributed$—$5,595
Distributions declared but not paid$123,857$172,732
Conversions of redeemable partnership units to partners’ capital$27,531$3,801
Issuance of restricted securities to employees and non-employee directors$47,151$43,658

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 June 30, 2026, owned an approximate 89.9% (89.7% at December 31, 2025) 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 - 2026 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”) and (3) 2025 outperformance plan awards (“2025 OPP Units”), 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 - 2023 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 2024 - 2026 MYLTIP Units and the 2025 OPP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2023 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2024 - 2026 MYLTIP Units and the 2025 OPP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2023 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 9 and 13).

Properties

At June 30, 2026, the Company owned or had joint venture interests in a portfolio of 164 commercial real estate properties (the “Properties”) aggregating approximately 51.1 million rentable square feet of primarily office properties, including six properties under construction/redevelopment totaling approximately 3.5 million rentable square feet. At June 30, 2026, the Properties consisted of:

  • 143 office properties (including two properties under construction/redevelopment);

  • 13 retail properties;

  • seven residential properties (including four properties under construction); and

  • one hotel.

  1. Summary of Significant Accounting Policies

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.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2025.

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, 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.

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 nine entities that are VIEs as of June 30, 2026 and has determined that it is the primary beneficiary for eight of these entities as of June 30, 2026.

Consolidated Variable Interest Entities

As of June 30, 2026, BXP has identified eight consolidated VIEs, including BPLP. Excluding BPLP, the consolidated VIEs consisted of the following in-service properties: 767 Fifth Avenue (the General Motors Building), 7 Times Square, 601 Lexington Avenue, 290 Binney Street, 300 Binney Street, Atlantic Wharf Office Building and 100 Federal Street.

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 9).

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.

Unconsolidated Variable Interest Entities

As of June 30, 2026, BXP has identified one unconsolidated joint venture entity that is classified as a VIE. The Worldgate Multifamily JV LLC joint venture is a VIE because it does not have sufficient equity at risk. In addition, the Company does not consolidate the entity as it does not have the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and, therefore, the Company is not considered to be the primary beneficiary.

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 the Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” (“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.

At June 30, 2026 and December 31, 2025, the Company had $750.0 million outstanding under its unsecured commercial paper program. Due to their short-term maturity and stated interest rates that approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at June 30, 2026 and December 31, 2025.

The Company’s non-real estate investments are shown within Prepaid Expenses and Other Assets on the Consolidated Balance Sheets and were approximately $12.1 million and $10.9 million at June 30, 2026 and December 31, 2025, respectively. The non-real estate investments utilize net asset value as the practical expedient.

Financial Assets and Liabilities Not Measured at Fair Value

The following table presents the Levels 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 June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
LevelFinancial InstrumentCarrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
Level 3Related party notes receivable, net$35,337$35,724$28,346$28,716
Level 3Note receivable, net12,18512,8709,3739,858
Level 3Sales-type lease receivable, net16,17013,99515,67213,911
Total$63,692$62,589$53,391$52,485
Level 1Unsecured senior notes, net (1)$8,811,158$8,469,264$9,806,100$9,554,844
Level 1Unsecured exchangeable senior notes, net (1)978,642970,405976,263958,745
Level 1Unsecured commercial paper750,000750,000750,000750,000
Subtotal$10,539,800$10,189,669$11,532,363$11,263,589
Level 3Mortgage notes payable, net$4,281,198$4,007,979$4,280,067$4,010,151
Level 3Unsecured line of credit————
Level 3Unsecured term loan, net797,565797,716797,053805,687
Subtotal$5,078,763$4,805,695$5,077,120$4,815,838
Total$15,618,563$14,995,364$16,609,483$16,079,427

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

Non-Recurring Fair Value - Impairment

On May 27, 2026, the Company entered into an agreement to sell its leasehold interest and improvements thereon commonly known as Sumner Square to a third party (See Notes 3 and 14) and on May 29, 2026, the sale met the Company’s “held for sale” criteria. Following the classification of an asset as “held for sale”, the assets are written down to the lower of carrying value or its estimated fair value, less the costs to sell. As a result, BXP and BPLP recognized a non-cash impairment loss of approximately $18.0 million and $16.8 million, respectively, during the three months ended June 30, 2026. The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820, including an accepted offer from a third party, as offers are classified as Level 3 inputs and there were no other unobservable inputs utilized in the consolidated impairment analysis.

Recurring Fair Value - Derivatives

In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Note 7). 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 following table presents the aggregate fair value of the Company’s interest rate swaps as of June 30, 2026 and December 31, 2025 (in thousands):

Fair valueJune 30, 2026December 31, 2025
Interest rate swaps$1,579$(8,283)

Recurring Fair Value - Investments

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 each officer and non-employee director of BXP to defer a portion of the officer’s income and the non-employee director’s compensation, respectively, 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 plan participant. 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 June 30, 2026 and December 31, 2025, the Company had maintained approximately $46.4 million and $44.4 million, respectively, in separate accounts, which are not restricted as to their use. The Company recognized gains of approximately $4.4 million and $2.6 million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended June 30, 2026 and June 30, 2025, respectively, and approximately $3.8 million and $2.2 million during the six months ended June 30, 2026 and June 30, 2025, respectively, primarily due to the observable change in fair value.

  1. Real Estate

Real estate consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

BXPBPLP
June 30, 2026December 31, 2025June 30, 2026December 31, 2025
Land$5,264,893$5,243,760$5,172,907$5,151,246
Right of use assets - finance leases371,889372,470371,889372,470
Right of use assets - operating leases290,726325,841290,726325,841
Land held for future development (1)499,424518,492499,424518,492
Buildings and improvements17,491,28016,908,06017,227,89216,643,092
Tenant improvements4,322,7304,042,1504,322,7304,042,150
Furniture, fixtures and equipment53,22254,16053,22254,160
Construction in progress975,3611,475,257975,3611,475,257
Total29,269,52528,940,19028,914,15128,582,708
Less: Accumulated depreciation(8,277,690)(8,040,311)(8,141,495)(7,906,629)
$20,991,835$20,899,879$20,772,656$20,676,079

(1)Includes pre-development costs.

Held for Sale and Impairment

On May 27, 2026, the Company entered into an agreement to sell its leasehold interest and improvements thereon commonly known as Sumner Square to a third party and on May 29, 2026, the sale met the Company’s “held for sale” criteria (See Note 14). 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 asset 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 an asset as “held for sale,” no further depreciation or amortization is recorded on the assets, and the assets are written down to the lower of carrying value or estimated fair market value, less the costs to sell. This write down resulted in an impairment (See Note 2). Sumner Square is an approximately 211,000 net rentable square foot office property located in Washington, DC.

At June 30, 2026, the assets and liabilities of Sumner Square consisted of (in thousands):

Assets
Real estate, at cost$58,674
Right of use assets - operating leases18,658
Less: Accumulated depreciation(33,054)
Total real estate44,278
Tenant and other receivables, net459
Accrued rental income, net15,482
Deferred charges, net2,307
Prepaid expenses and other assets18
Assets held for sale$62,544
Liabilities
Lease liabilities - operating leases$75
Accounts payable and accrued expenses1,355
Other liabilities4,700
Liabilities held for sale$6,130

Development

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

On April 30, 2026, the Company fully placed in-service 290 Binney Street, located in Cambridge, Massachusetts. 290 Binney Street is owned by a consolidated joint venture in which the Company has a 55% ownership interest. 290 Binney Street is a laboratory/life sciences development project with approximately 573,000 net rentable square feet.

On June 13, 2026, the Company commenced the redevelopment of a portion of Reservoir Place, located in Waltham, Massachusetts. The redevelopment consists of approximately 363,000 net rentable square feet of office space that was previously removed from the Company’s in-service portfolio in anticipation of a future redevelopment.

Dispositions

The following table represents the assets that were sold during the six months ended June 30, 2026 and the gains (losses) on sales of real estate recognized by each of BXP and BPLP (dollars in thousands):

Gross Sale PriceNet Cash Proceeds (1)Gain (Loss) on Sale (2)
PropertyLocationDate DisposedSquare FeetBXPBPLP
Land:
North First Business Park (3)San Jose, CAJanuary 14, 2026191,000$50,500$49,437$(229)$(229)
Shady Grove Parcel 1 (3)Rockville, MDFebruary 5, 2026N/A24,65023,676(763)(763)
Subtotal191,00075,15073,113(992)(992)
Residential:
The Lofts at Atlantic Wharf (4)Boston, MAFebruary 25, 202687,00055,50054,20714,76414,764
Subtotal87,00055,50054,20714,76414,764
Retail:
Kingstowne Retail (4)Alexandria, VAApril 17, 202688,30019,70019,3067,0297,048
Subtotal88,30019,70019,3067,0297,048
Total Dispositions366,300$150,350$146,626$20,801$20,820

(1)Excludes approximately $2.7 million of additional payment obligations related to sales that occurred in prior periods.

(2)Excludes approximately $0.3 million of loss in connection with the sale of the Company’s entire 50% ownership interest in the joint venture entity that owned Gateway Commons as a result of the Company's outstanding receivable balance for development and construction management fees that were forfeited (see Note 5), and $0.1 million of loss related to sales that occurred in prior periods.

(3)The Company had previously recognized an impairment loss for this property.

(4)The fair value of the real estate disposed exceeded the carrying value.

  1. Leases

The following table summarizes the components of lease revenue recognized under the Company’s operating and sales-type leases for the three and six months ended June 30, 2026 and 2025 and included within the Company's Consolidated Statements of Operations (in thousands):

Three months ended June 30,Six months ended June 30,
Lease Revenue2026202520262025
Fixed contractual payments$673,565$661,275$1,328,232$1,327,510
Variable lease payments157,833144,397321,046288,957
Sales-type lease revenue280263556570
$831,678$805,935$1,649,834$1,617,037
  1. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at June 30, 2026 and December 31, 2025:

Carrying Value of Investment (1)
EntityPropertyNominal % OwnershipJune 30, 2026December 31, 2025
(in thousands)
WP Project Developer LLCWisconsin Place Land and Infrastructure33.33%(2)$28,661$29,085
500 North Capitol Venture LLC500 North Capitol Street, NW30.00%(12,876)(12,655)
501 K Street LLC1001 6th Street50.00%45,79845,724
Podium Venture LLCThe Hub on Causeway - Podium50.00%50,95454,742
Residential Tower Developer LLCHub50House50.00%33,16733,942
Hotel Tower Developer LLCThe Hub on Causeway - Hotel Air Rights50.00%12,01012,021
Office Venture LLC100 Causeway Street50.00%46,96848,924
1265 Main Office JV LLC1265 Main Street50.00%2,8413,091
BNY Tower Holdings LLCDock 7250.00%(3)81,55883,547
CA-Colorado Center, LLCColorado Center50.00%25,93169,959
7750 Wisconsin Avenue LLC7750 Wisconsin Avenue50.00%(4)—47,144
BP-M 3HB Venture LLC3 Hudson Boulevard25.00%107,957109,451
Platform 16 Holdings LPPlatform 1655.00%58,35358,561
Gateway Portfolio Holdings LLCGateway Commons50.00%(4)—125,576
Rosecrans-Sepulveda Partners 4, LLCBeach Cities Media Campus50.00%(5)67272
Safeco Plaza REIT LLCSafeco Plaza33.67%(6)(685)(2,557)
360 PAS Holdco LLC360 Park Avenue South71.11%(7)107,038104,778
PR II/BXP Reston Gateway LLCSkymark - Reston Next Residential20.00%14,03914,506
200 Fifth Avenue JV LLC200 Fifth Avenue26.69%79,03974,747
ABXP Worldgate Investments LLC13100 Worldgate Drive50.00%(8)16,13921,995
CAB 290 Coles Venture LLC290 Coles Street - Common Equity19.46%19,77819,928
CAB 290 Coles Holdco LLC290 Coles Street - Preferred Equity—%(9)68,32030,362
17 Hartwell JV LLC17 Hartwell Avenue20.00%16,65010,567
Worldgate Multifamily JV LLC13150 Worldgate Drive20.00%(10)4,357—
$806,064$983,710

(1)Investments with deficit balances aggregating approximately $14.0 million and $15.6 million at June 30, 2026 and December 31, 2025, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2)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.

(3)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 June 30, 2026 and December 31, 2025.

(4)The Company sold its entire ownership interest during the six months ended June 30, 2026 (See “Dispositions” below in this Note 5).

(5)The joint venture completed the sale of the property on September 17, 2025 and is in the process of being dissolved.

(6)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.

(7)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.

(8)The joint venture completed the sale of 13150 Worldgate Drive during the three months ended June 30, 2026 (See “Dispositions” below in this Note 5).

(9)The Company has fully funded the first $65.0 million of required capital through its preferred equity investment accruing at a 13.0% internal rate of return and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030.

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

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:

June 30, 2026December 31, 2025
(in thousands)
ASSETS
Real estate and development in process, net (1) (2)$4,311,532$4,786,058
Other assets (3)577,688672,776
Total assets$4,889,220$5,458,834
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net$2,676,048$2,905,065
Other liabilities (4)172,739189,125
Members’/Partners’ equity2,040,4332,364,644
Total liabilities and members’/partners’ equity$4,889,220$5,458,834
Company’s share of equity$911,867$1,084,806
Basis differentials (2) (5)(105,803)(101,096)
Carrying value of the Company’s investments in unconsolidated joint ventures (6)$806,064$983,710

(1)At June 30, 2026 and December 31, 2025, this amount included right of use assets - operating leases totaling approximately $17.3 million and $17.9 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, “Property, Plant and Equipment”. In prior periods, the Company had impaired its equity method investments to the estimated fair values for these joint ventures; the amounts were recognized as basis differences.

(3)At June 30, 2026 and December 31, 2025, this amount included sales-type lease receivable, net totaling approximately $14.5 million and $14.4 million, respectively.

(4)At June 30, 2026 and December 31, 2025, this amount included lease liabilities - operating leases totaling approximately $30.4 million and $30.5 million, respectively.

(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. The Company’s basis differentials include:

June 30, 2026December 31, 2025
Property(in thousands)
Colorado Center$132,741$131,356
200 Fifth Avenue47,37448,289
Safeco Plaza34,30032,905
7750 Wisconsin Avenue—7,506
Gateway Commons—(700)
Dock 72(86,536)(88,420)
360 Park Avenue South(111,046)(110,815)
Platform 16(142,672)(142,677)
Other basis differentials20,03621,460
Total basis differentials$(105,803)$(101,096)

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

(6)Investments with deficit balances aggregating approximately $14.0 million and $15.6 million at June 30, 2026 and December 31, 2025, 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:

Three months ended June 30,Six months ended June 30,
2026202520262025
(in thousands)
Total revenue (1)$97,473$125,432$199,665$256,119
Expenses
Operating46,75755,19094,688108,919
Transaction costs3581364171
Depreciation and amortization29,44744,15261,32186,531
Total expenses76,56299,343156,373195,621
Other income (expense)
Losses from early extinguishment of debt———(62)
Interest expense(36,648)(45,103)(76,328)(89,535)
Loss on interest rate contract(35)—(35)—
Unrealized loss on derivative instruments—(4,904)—(13,229)
Gain on sale of real estate (2)2,716—2,714—
Net loss$(13,056)$(23,918)$(30,357)$(42,328)
Company’s share of net loss$(3,493)$(7,690)$(10,359)$(13,486)
Gains on sales of investments (3)325—41,559—
Basis differential (4)7204,3661,7658,023
Income (loss) from unconsolidated joint ventures$(2,448)$(3,324)$32,965$(5,463)

(1)Includes straight-line rent adjustments of approximately $9.3 million and $4.5 million for the three months ended June 30, 2026 and 2025, respectively, and approximately $9.7 million and $7.9 million for the six months ended June 30, 2026 and 2025, respectively.

(2)The joint venture completed the sale of 13150 Worldgate Drive during the three months ended June 30, 2026 (See “Dispositions” below in this Note 5).

(3)During the six months ended June 30, 2026, the Company completed the sale of its entire 50% interest in each of Gateway Commons and 7750 Wisconsin Avenue (See “Dispositions” below in this Note 5).

(4)Includes depreciation and amortization of approximately $(0.9) million and $(3.0) million for the three months ended June 30, 2026 and 2025, respectively, and approximately $(1.9) million and $(4.4) million for the six months ended June 30, 2026 and 2025, respectively. Includes unrealized losses on derivative instruments of approximately $(1.3) million and $(3.5) million for the three and six months ended June 30, 2025.

New Joint Venture

On June 4, 2026, the Company entered into a joint venture with a third party to develop, own, and operate a residential property at 13150 Worldgate Drive located in Herndon, Virginia. The Company contributed approximately $4.4 million in cash to the joint venture for a 20% ownership interest. Concurrently, the joint venture acquired 13150 Worldgate Drive from a different joint venture (See “Dispositions” below in this Note 5) for a gross purchase price of approximately $21.3 million, including approximately $3.1 million of pre-development costs. The joint venture also entered into an approximately $68.2 million construction loan. The loan bears interest at a fixed rate of 6.25% per annum and matures on June 10, 2031. When completed, 13150 Worldgate Drive is expected to be a 359-unit residential property with a parking garage.

Debt

On May 8, 2026, a joint venture in which the Company has a 20% ownership interest extended the maturity date of the $140.0 million construction loan collateralized by its Skymark - Reston Next Residential property (“Skymark”). The loan was scheduled to mature on May 13, 2026 and bore interest at a variable rate equal to Term

SOFR plus 2.00% per annum. The loan now matures on November 13, 2026, and will continue to bear interest at Term SOFR plus 2.00% per annum. The loan continues to provide two extension options, subject to certain conditions. Skymark is a 508-unit residential property located in Reston, Virginia.

On June 3, 2026, a joint venture in which the Company has a 30% ownership interest modified the loans collateralized by its 500 North Capitol Street property. The loans consist of a mortgage note payable (Note A) equal to $70.0 million and a mortgage note payable (Note B) equal to $35.0 million and both were scheduled to mature on June 5, 2026. Note A bore interest at a fixed rate of 6.23% per annum and Note B bore interest at a fixed rate of 8.03% per annum. The loans will now mature on December 31, 2026, and both loans bear interest at a fixed rate of 6.88% per annum. The Company is the lender for $10.5 million of Note B which is reflected in Related party notes receivable, net on the Company’s Consolidated Balance Sheets. 500 North Capitol Street is an office property with approximately 231,000 net rentable square feet located in Washington, DC.

On June 18, 2026, a joint venture in which the Company has a 33.67% ownership interest modified the $250.0 million mortgage loan collateralized by its Safeco Plaza property. The loan was scheduled to mature on September 1, 2026 and bore interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum. The joint venture had entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the SOFR rate at a cap of 2.50% per annum on a notional amount of $250.0 million through September 1, 2026. The loan now matures on November 30, 2028 and bears interest at a fixed rate equal to 4.00% per annum. In connection with the loan modification, the joint venture terminated the interest rate cap agreement. Safeco Plaza is an office tower with approximately 763,000 net rentable square feet located in Seattle, Washington.

Dispositions

The following table represents the Company’s share of the sales that occurred during the six months ended June 30, 2026 (dollars in thousands):

Company’s share
PropertyOwnership SoldLocationDate DisposedSquare FeetGross Sale PriceNet Cash ProceedsGain on Sale
Gateway Commons (1)(2)50.00%South San Francisco, CAJanuary 2, 2026792,700$150,000$131,765$6,719
7750 Wisconsin Avenue (3)50.00%Bethesda/Chevy Chase, MDMarch 19, 2026735,600215,00083,29334,840
13150 Worldgate Drive (4)50.00%Herndon, VAJune 4, 2026N/A10,27510,248832
1,528,300$375,275$225,306$42,391

(1)The Company had previously recognized an other-than-temporary impairment loss on its investment.

(2)Net cash proceeds and gain on sale includes $0.2 million of proceeds from 751 Gateway Boulevard. The Company sold its 49% ownership interest in 751 Gateway Boulevard on December 30, 2025.

(3)Gross sale price includes the partner’s assumption of the Company’s share of the mortgage note, which was $126.0 million.

(4)The joint venture sold this property and the Company still has an ownership interest in the joint venture that had owned the property.

  1. Debt

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of June 30, 2026 (dollars in thousands):

Coupon/Stated RateEffective Rate**(1)**Principal AmountMaturity Date**(2)**
10 Year Unsecured Senior Notes2.750%3.495%$1,000,000October 1, 2026
5 Year Unsecured Senior Notes6.750%6.924%750,000December 1, 2027
10 Year Unsecured Senior Notes4.500%4.628%1,000,000December 1, 2028
10 Year Unsecured Senior Notes3.400%3.505%850,000June 21, 2029
10.5 Year Unsecured Senior Notes2.900%2.984%700,000March 15, 2030
10.75 Year Unsecured Senior Notes3.250%3.343%1,250,000January 30, 2031
11 Year Unsecured Senior Notes2.550%2.671%850,000April 1, 2032
12 Year Unsecured Senior Notes2.450%2.524%850,000October 1, 2033
10.7 Year Unsecured Senior Notes6.500%6.619%750,000January 15, 2034
10 Year Unsecured Senior Notes5.750%5.842%850,000January 15, 2035
Total principal8,850,000
Less:
Net unamortized discount7,226
Deferred financing costs, net31,616
Total$8,811,158

(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.

On February 2, 2026, BPLP repaid $1.0 billion in aggregate principal amount of its 3.650% senior notes due February 1, 2026, at par. The repayment was completed with available cash.

  1. 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 June 30, 2026, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

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 income (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 three and six months ended June 30, 2026.

BPLP’s derivative contracts consisted of the following at June 30, 2026 (dollars in thousands):

Derivative InstrumentAggregate Notional AmountStrike Rate RangeBalance Sheet Location
Effective DateMaturity DateLowHighFair Value
Interest Rate Swaps$600,000December 15, 2023October 26, 20283.790%—3.798%Prepaid expenses and other assets$1,579

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 three and six months ended June 30, 2026 and 2025 (in thousands):

Three months ended June 30,Six months ended June 30,
2026202520262025
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (loss) (1)$7,594$(5,636)$13,667$(18,912)
Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2)$1,676$1,692$3,352$4,773
Amount of gain (loss) related to the ineffective portion and amount excluded from effectiveness testing$—$—$—$—

(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.

  1. 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 letters of credit and performance obligations related to lender and development requirements that totaled approximately $28.5 million at June 30, 2026.

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.

The Company has two mezzanine loan receivables with maximum commitments of $20.0 million and $50.0 million. As of June 30, 2026, the Company has funded approximately $12.3 million and $25.4 million, respectively, under the mezzanine loans, which is reflected in Note receivable, net and Related party notes receivable, net, respectively, in the Company’s Consolidated Balance Sheets.

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:

Property Acquisition in New York City

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.

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 December 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.

Brammer Bio MA, LLC

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”) (See Note 3). 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 hearing on the appeal was held on May 5, 2026, with a decision likely to be issued sometime before the end 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. 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.

New York Police Department Paid Detail Program

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 initially 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 sought to add approximately eighty-five (85) new defendants to the lawsuit. By court order on February 6, 2026, the court directed the plaintiffs to file the Third Amended Complaint by March 11, 2026 as the operative pleading. The plaintiffs filed the Third Amended Complaint on or about March 11, 2026 and proceeded to serve the Third Amended Complaint on the new defendants to be added to the lawsuit by the court-ordered deadline of April 10, 2026. In sum, the plaintiffs have now named and joined over 170 defendants in this litigation under the Third Amended Complaint. Consistent with the prior complaints, the Third Amended Complaint 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. Pursuant to the current court-ordered schedule, the defendants’ deadline to answer, move or otherwise respond to the Third Amended Complaint was July 16, 2026. On July 16, 2026, a group of approximately fourteen (14) defendants, including the Company, together filed a Motion to Dismiss the Third Amended Complaint. A substantial number of the other defendants joined the Motion to Dismiss by the court-ordered July 23, 2026 deadline to do so. The briefing period for the motion is scheduled to run through January 20, 2027. 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.

  1. 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 June 30, 2026, the noncontrolling interests in BPLP consisted of the following:

OP UnitsLTIP Units (1)2024 MYLTIP Units2025 MYLTIP Units2026 MYLTIP Units2025 OPP Units
14,867,8313,102,888330,479354,940458,393711,864

(1)Includes 792,017 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2023 (i.e., 2012 OPP and 2013 - 2023 MYLTIP awards).

Noncontrolling Interest—Common Units

During the six months ended June 30, 2026, 885,882 OP Units were presented by the holders for redemption (including an aggregate of 48,866 OP Units 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 June 30, 2026, BPLP had outstanding the 2024 - 2026 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 Unit 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 2024 - 2026 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 2024 - 2026 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 2023 MYLTIP awards (after giving effect to employee separation) at the end of its respective three-year measurement period (Aggregate value is shown in millions):

Measurement DateFinal Payout as a % of TargetAggregate ValueForfeited Units
2023 MYLTIP AwardsFebruary 6, 202695%$9.9168,717

The following table presents BPLP’s distributions on the OP Units, LTIP Units, MYLTIP Units and 2025 OPP Units paid or declared in 2026 and during the six months ended June 30, 2025:

Record DatePayment DateDistributions per OP Unit and LTIP UnitDistributions per MYLTIP Unit and 2025 OPP Units
June 30, 2026July 31, 2026$0.70$0.070
March 31, 2026April 30, 2026$0.70$0.070
December 31, 2025January 29, 2026$0.70$0.070
June 30, 2025July 31, 2025$0.98$0.098
March 31, 2025April 30, 2025$0.98$0.098
December 31, 2024January 30, 2025$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 $66.31 per share on June 30, 2026, the value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2023 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at June 30, 2026 was approximately $1.2 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 at June 30, 2026 and December 31, 2025, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

  1. Stockholders’ Equity / Partners’ Capital

As of June 30, 2026, BXP had 159,521,510 shares of Common Stock outstanding.

As of June 30, 2026, BXP owned 1,774,922 general partnership units and 157,746,588 limited partnership units in BPLP.

On March 6, 2026, BXP renewed and increased the size of its “at the market” (“ATM”) stock offering program. Pursuant to the ATM program, BXP may sell from time to time up to an aggregate of $1.0 billion 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 17, 2026. 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 six months ended June 30, 2026, BXP issued 885,882 shares of Common Stock 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 in 2026 and during the six months ended June 30, 2025:

Record DatePayment DateDividend (Per Share)Distribution (Per Unit)
June 30, 2026July 31, 2026$0.70$0.70
March 31, 2026April 30, 2026$0.70$0.70
December 31, 2025January 29, 2026$0.70$0.70
June 30, 2025July 31, 2025$0.98$0.98
March 31, 2025April 30, 2025$0.98$0.98
December 31, 2024January 30, 2025$0.98$0.98
  1. 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 assess 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, income (loss) from unconsolidated joint ventures, 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 on sales-type lease, impairment loss, 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 the Company’s share of NOI to Net Income Attributable to BXP, Inc. and Net Income Attributable to Boston Properties Limited Partnership for the three and six months ended June 30, 2026 and 2025.

BXP

Three months ended June 30,Six months ended June 30,
2026202520262025
(in thousands)
Company’s share of NOI$500,348$493,547$977,015$988,325
Add:
Development and management services revenue7,6338,84616,84018,621
Direct reimbursements of payroll and related costs from management services contracts3,9014,1048,7718,603
Income (loss) from unconsolidated joint ventures(2,448)(3,324)32,965(5,463)
Gains on sales of real estate6,99718,39020,39918,390
Interest and other income (loss)6,1378,06315,02215,813
Gains from investments in securities4,3852,6003,8192,235
Unrealized gain (loss) on non-real estate investments(75)(39)113(522)
Net operating income attributable to noncontrolling interests in property partnerships60,33551,562112,045101,264
Less:
General and administrative expense50,44442,516109,78594,800
Payroll and related costs from management services contracts3,9014,1048,7718,603
Transaction costs(62)357671,125
Depreciation and amortization expense236,977223,819464,944443,926
Loss on sales-type lease———2,490
Net operating income from unconsolidated joint ventures22,02831,02944,39863,711
Impairment loss18,036—18,036—
Loss from early extinguishment of debt———338
Interest expense153,425162,783305,518326,227
Net income102,464119,141235,470206,046
Less:
Noncontrolling interests in property partnerships26,12120,10045,99038,849
Noncontrolling interest—common units of the Operating Partnership7,77910,06419,29417,036
Net income attributable to BXP, Inc.$68,564$88,977$170,186$150,161

BPLP

Three months ended June 30,Six months ended June 30,
2026202520262025
(in thousands)
Company’s share of NOI$500,348$493,547$977,015$988,325
Add:
Development and management services revenue7,6338,84616,84018,621
Direct reimbursements of payroll and related costs from management services contracts3,9014,1048,7718,603
Income (loss) from unconsolidated joint ventures(2,448)(3,324)32,965(5,463)
Gains on sales of real estate7,01618,48920,41818,489
Interest and other income (loss)6,1378,06315,02215,813
Gains from investments in securities4,3852,6003,8192,235
Unrealized gain (loss) on non-real estate investments(75)(39)113(522)
Net operating income attributable to noncontrolling interests in property partnerships60,33551,562112,045101,264
Less:
General and administrative expense50,44442,516109,78594,800
Payroll and related costs from management services contracts3,9014,1048,7718,603
Transaction costs(62)357671,125
Depreciation and amortization expense235,321222,116461,626440,520
Loss on sales-type lease———2,490
Net operating income from unconsolidated joint ventures22,02831,02944,39863,711
Impairment loss16,752—16,752—
Loss from early extinguishment of debt———338
Interest expense153,425162,783305,518326,227
Net income105,423120,943240,091209,551
Less:
Noncontrolling interests in property partnerships26,12120,10045,99038,849
Net income attributable to Boston Properties Limited Partnership$79,302$100,843$194,101$170,702

The following table presents a reconciliation of Revenue from the Consolidated Financial Statements to Rental Revenue for the three and six months ended June 30, 2026 and 2025.

Three months ended June 30,Six months ended June 30,
2026202520262025
(in thousands)
Revenue$895,699$868,457$1,767,847$1,733,672
Less:
Development and management services revenue7,6338,84616,84018,621
Direct reimbursements of payroll and related costs from management services contracts3,9014,1048,7718,603
Total rental revenue$884,165$855,507$1,742,236$1,706,448

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 three and six months ended June 30, 2026 and 2025 (dollars in thousands).

For the three months ended June 30, 2026:

BostonLos AngelesNew YorkSan FranciscoSeattleWashington, DCTotal
Rental Revenue:
Office$327,895$16,153$276,770$128,229$10,994$105,540$865,581
Residential———3,683——3,683
Hotel14,901—————14,901
Total342,79616,153276,770131,91210,994105,540884,165
% of Grand Totals38.77%1.83%31.30%14.92%1.24%11.94%100.00%
Rental Expenses:
Office115,3206,562119,16449,1153,36940,605334,135
Residential———2,006——2,006
Hotel9,369—————9,369
Total124,6896,562119,16451,1213,36940,605345,510
% of Grand Totals36.08%1.90%34.49%14.80%0.98%11.75%100.00%
Net operating income$218,107$9,591$157,606$80,791$7,625$64,935$538,655
% of Grand Totals40.48%1.78%29.26%15.00%1.42%12.06%100.00%
Less: Net operating income attributable to noncontrolling interests in property partnerships(23,176)—(37,159)———(60,335)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures8,8207,2743,115(562)1,8941,48722,028
Company’s share of net operating income$203,751$16,865$123,562$80,229$9,519$66,422$500,348
% of Grand Totals40.72%3.37%24.70%16.03%1.90%13.28%100.00%

For the three months ended June 30, 2025:

BostonLos AngelesNew YorkSan FranciscoSeattleWashington, DCTotal
Rental Revenue:
Office$303,822$17,616$264,089$125,380$12,112$105,183$828,202
Residential4,400——3,355—4,77712,532
Hotel14,773—————14,773
Total322,99517,616264,089128,73512,112109,960855,507
% of Grand Totals37.75%2.06%30.87%15.05%1.42%12.85%100.00%
Rental Expenses:
Office111,2356,950114,67649,6322,98640,005325,484
Residential1,673——2,804—2,1016,578
Hotel9,365—————9,365
Total122,2736,950114,67652,4362,98642,106341,427
% of Grand Totals35.81%2.04%33.59%15.36%0.87%12.33%100.00%
Net operating income$200,722$10,666$149,413$76,299$9,126$67,854$514,080
% of Grand Totals39.05%2.07%29.06%14.84%1.78%13.20%100.00%
Less: Net operating income attributable to noncontrolling interests in property partnerships(15,728)—(35,834)———(51,562)
Add: Company’s share of net operating income from unconsolidated joint ventures9,0707,0531,5114,1982,2776,92031,029
Company’s share of net operating income$194,064$17,719$115,090$80,497$11,403$74,774$493,547
% of Grand Totals39.32%3.59%23.32%16.31%2.31%15.15%100.00%

For the six months ended June 30, 2026:

BostonLos AngelesNew YorkSan FranciscoSeattleWashington, DCTotal
Rental Revenue:
Office$629,531$32,685$544,607$255,296$22,014$225,966$1,710,099
Residential872——7,263——8,135
Hotel24,002—————24,002
Total654,40532,685544,607262,55922,014225,9661,742,236
% of Grand Totals37.56%1.88%31.26%15.07%1.26%12.97%100.00%
Rental Expenses:
Office239,06712,976237,62498,3586,73781,245676,007
Residential655——3,561——4,216
Hotel17,351—————17,351
Total257,07312,976237,624101,9196,73781,245697,574
% of Grand Totals36.85%1.86%34.06%14.61%0.97%11.65%100.00%
Net operating income$397,332$19,709$306,983$160,640$15,277$144,721$1,044,662
% of Grand Totals38.03%1.89%29.39%15.38%1.46%13.85%100.00%
Less: Net operating income attributable to noncontrolling interests in property partnerships(39,231)—(72,814)———(112,045)
Add: Company’s share of net operating income (loss) from unconsolidated joint ventures17,58214,0773,903(1,091)3,7286,19944,398
Company’s share of net operating income$375,683$33,786$238,072$159,549$19,005$150,920$977,015
% of Grand Totals38.44%3.46%24.37%16.33%1.95%15.45%100.00%

For the six months ended June 30, 2025:

BostonLos AngelesNew YorkSan FranciscoSeattleWashington, DCTotal
Rental Revenue:
Office$609,111$34,781$527,514$251,188$24,103$210,501$1,657,198
Residential8,529——6,858—9,49324,880
Hotel24,370—————24,370
Total642,01034,781527,514258,04624,103219,9941,706,448
% of Grand Totals37.63%2.04%30.91%15.12%1.41%12.89%100.00%
Rental Expenses:
Office228,12013,446224,63798,1845,98280,796651,165
Residential3,481——4,944—4,05012,475
Hotel16,930—————16,930
Total248,53113,446224,637103,1285,98284,846680,570
% of Grand Totals36.51%1.98%33.01%15.15%0.88%12.47%100.00%
Net operating income$393,479$21,335$302,877$154,918$18,121$135,148$1,025,878
% of Grand Totals38.36%2.08%29.52%15.10%1.77%13.17%100.00%
Less: Net operating income attributable to noncontrolling interests in property partnerships(31,029)—(70,235)———(101,264)
Add: Company’s share of net operating income from unconsolidated joint ventures17,52114,4055,0248,7794,53413,44863,711
Company’s share of net operating income$379,971$35,740$237,666$163,697$22,655$148,596$988,325
% of Grand Totals38.44%3.62%24.05%16.56%2.29%15.04%100.00%
  1. 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 earnings per share (“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, 2025 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 - 2023 MYLTIP Units required, and the 2024 - 2026 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 common stock and other securities of BPLP that are exchangeable for BXP’s Common Stock, 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 three and six months ended June 30, 2026 and 2025.

BXP

Three months ended June 30,Six months ended June 30,
2026202520262025
Computation of Basic and Diluted Earnings Per Share:(amounts presented in thousands, except per share data)
Net income attributable to BXP, Inc.$68,564$88,977$170,186$150,161
Allocation of undistributed earnings to participating securities————
Net income attributable to BXP, Inc. - basic68,56488,977170,186150,161
Effect of Dilutive Securities:
Stock Based Compensation————
Net income attributable to BXP, Inc. - diluted$68,564$88,977$170,186$150,161
Weighted average common shares outstanding159,167158,312158,863158,257
Allocation of undistributed earnings to participating securities————
Weighted average common shares outstanding - basic159,167158,312158,863158,257
Effect of Dilutive Securities:
Stock Based Compensation (1)462483481456
Weighted average common shares outstanding - diluted159,629158,795159,344158,713
Net income attributable to BXP, Inc. - basic earnings per share$0.43$0.56$1.07$0.95
Net income attributable to BXP, Inc. - diluted earnings per share$0.43$0.56$1.07$0.95

(1)During the three and six months ended June 30, 2026 and 2025, there were approximately 1,107,247 and 685,436 unvested performance-based restricted common 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

Three months ended June 30,Six months ended June 30,
2026202520262025
Computation of Basic and Diluted Earnings Per Unit:(amounts presented in thousands, except per unit data)
Net income attributable to Boston Properties Limited Partnership$79,302$100,843$194,101$170,702
Allocation of undistributed earnings to participating securities————
Net income attributable to Boston Properties Limited Partnership - basic79,302100,843194,101170,702
Effect of Dilutive Securities:
Stock Based Compensation————
Net income attributable to Boston Properties Limited Partnership - diluted$79,302$100,843$194,101$170,702
Weighted average common units outstanding176,474175,871176,397175,812
Allocation of undistributed earnings to participating securities————
Weighted average common units outstanding - basic176,474175,871176,397175,812
Effect of Dilutive Securities:
Stock Based Compensation (1)462483481456
Weighted average common units outstanding - diluted176,936176,354176,878176,268
Net income attributable to Boston Properties Limited Partnership basic earnings per unit$0.45$0.57$1.10$0.97
Net income attributable to Boston Properties Limited Partnership diluted earnings per unit$0.45$0.57$1.10$0.97
Redeemable common units included in weighted average common units17,30717,55917,53417,555

(1)During the three and six months ended June 30, 2026 and 2025, there were approximately 1,107,247 and 685,436 unvested performance-based restricted common 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.

  1. Stock Option and Incentive Plan

2026 MYLTIP

On February 3, 2026, BXP’s Compensation Committee approved the 2026 Multi-Year Long-Term Incentive Program (the “2026 MYLTIP”) awards under the BXP, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP. The 2026 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 market condition and performance metrics, respectively, 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 “Compensation – Stock Compensation” (“ASC 718”), the 2026 MYLTIP awards have an aggregate value of approximately $14.6 million.

2023 MYLTIP Measurement Period Results

The following table shows the results for the 2023 MYLTIP awards (after giving effect to employee separations) at the end of its respective three-year measurement period (Aggregate value is shown in millions):

Measurement DateFinal Payout as a % of TargetAggregate ValueForfeited Units
2023 MYLTIP AwardsFebruary 6, 202695%$9.9168,717

Issuances (Restricted Stock, LTIP Units and MYLTIP Units)

The following table shows information for restricted common stock issued by BXP, Inc. and LTIP Units and 2026 MYLTIP Units that were issued by BPLP during the six months ended June 30, 2026 (Value is shown in millions):

IssuanceShares / UnitsValue
Restricted Common Stock (1)100,272$6.4
LTIP Units (2) (3)452,750$26.1
2026 MYLTIP Units (2)458,393$14.6

(1)The value 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.

(2)The grantees paid $0.25 per LTIP Unit and 2026 MYLTIP Unit.

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

A majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Because the 2012 OPP Units, 2025 OPP Units and 2013 - 2026 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, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted common stock, LTIP Units, OPP Units and MYLTIP Units was approximately $15.5 million and $11.6 million for the three months ended June 30, 2026 and 2025, respectively, and $41.5 million and $34.6 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, there was (1) an aggregate of approximately $28.9 million of unrecognized compensation expense related to unvested restricted common stock and LTIP Units and (2) an aggregate of approximately $28.3 million of unrecognized compensation expense related to unvested 2024 - 2026 MYLTIP Units and 2025 OPP Units that is expected to be recognized over a weighted-average period of approximately 3.0 years.

  1. Subsequent Events

On July 28, 2026, the Company entered into a $1.2 billion construction loan for the development of 343 Madison Avenue located in New York City, New York. The loan matures on July 28, 2030 and provides for a one-year extension option, subject to customary conditions. The loan bears interest at a variable rate of Term SOFR plus 2.50% per annum, which may be reduced to Term SOFR plus 2.25% per annum upon the achievement of certain leasing and construction milestones. 343 Madison Avenue is an office development project with approximately 930,000 rentable square feet.

On August 5, 2026, the Company completed the sale of its leasehold interest and improvements thereon commonly known as Sumner Square to a third party for a gross sale price of $63.0 million. Sumner Square is an approximately 211,000 net rentable square foot office property located in Washington, DC (See Notes 2 and 3).

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