Item 1A. Risk Factors.

Except to the extent updated below or to the extent factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds.

BXP, Inc.

(a)During the three months ended June 30, 2026, BXP issued an aggregate of 836,517 shares of common stock in exchange for 836,517 OP units held by certain limited partners of BPLP. Of these shares, 800,000 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the shares of common stock.

(b)Not Applicable.

(c)Issuer Purchases of Equity Securities.

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

Boston Properties Limited Partnership

(a)Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended June 30, 2026, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to non-employee directors and the settlement of deferred stock awards under the 2021 Plan, BPLP issued an aggregate of 9,827 common units to BXP in exchange for $83.30, the aggregate proceeds of such common stock issuances to BXP. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

(b)Not Applicable.

(c)Issuer Purchases of Equity Securities.

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

(2)Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by an employee to BXP to satisfy such employee’s tax withholding obligations in connection with the vesting of restricted common stock.

ITEM 3—Defaults Upon Senior Securities.

None.

ITEM 4—Mine Safety Disclosures**.**

Not Applicable.