ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds
+Added: (a) During the three months ended September 30, 2025, BXP issued an aggregate of 27,619 shares of common stock in exchange for 27,619 common units of limited partnership held by certain limited partners of BPLP.
+Added: Of these shares, 1,213 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: 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.
5 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
−Removed: April 1, 2025 – April 30, 2025 344 (1) $ 0.01 N/A N/A
−Removed: May 1, 2025 – May 31, 2025 — $ — N/A N/A
−Removed: June 1, 2025 – June 30, 2025 1,271 (2) $ 43.42 N/A N/A
+Added: July 1, 2025 – July 31, 2025 401 (1) $ 70.43 N/A N/A
+Added: August 1, 2025 – August 31, 2025 — $ — N/A N/A
+Added: September 1, 2025 – September 30, 2025 — $ — N/A N/A
Total 401 $ 70.43 N/A N/A
−Removed: (1) Represents shares of restricted common stock of BXP repurchased in connection with the termination of a certain employee’s employment with BXP.
−Removed: Under the terms of the applicable restricted stock award agreements, the shares were repurchased by BXP at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.
−Removed: (2) Includes 516 shares of restricted common stock of BXP repurchased in connection with the termination of a certain employee’s employment with BXP.
−Removed: Under the terms of the applicable restricted stock award agreements, the shares were repurchased by BXP at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.
−Removed: Also includes 755 shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
+Added: (1) Represents shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
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.
−Removed: During the three months ended June 30, 2025, 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 Boston Properties, Inc.
−Removed: 2021 Stock Incentive Plan, BPLP issued an aggregate of 40,669 common units to BXP in exchange for approximately $60.85, the aggregate proceeds of such common stock issuances to BXP.
+Added: During the three months ended September 30, 2025, in connection with issuances of common stock by BXP pursuant to purchases under the Boston Properties, Inc.
+Added: 1999 Non-Qualified Employee Stock Purchase Plan, as amended, BPLP issued an aggregate of 6,919.34 common units to BXP in exchange for approximately $0.41 million, 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 of 1933, as amended.
5 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs
−Removed: April 1, 2025 – April 30, 2025 344 (1) $ 0.01 N/A N/A
−Removed: May 1, 2025 – May 31, 2025 — $ — N/A N/A
−Removed: June 1, 2025 – June 30, 2025 4,198 (2) $ 13.32 N/A N/A
+Added: July 1, 2025 – July 31, 2025 401 (1) $ 70.43 N/A N/A
+Added: August 1, 2025 – August 31, 2025 — $ — N/A N/A
+Added: September 1, 2025 – September 30, 2025 872 (2) $ 0.25 N/A N/A
Total 1,273 $ 22.36 N/A N/A
−Removed: (1) Represents common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP in connection with the termination of an employee’s employment with BXP.
−Removed: Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.
−Removed: (2) Includes 516 common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP and 2,927 LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP.
−Removed: Under the terms of the applicable restricted stock award agreements and LTIP unit vesting agreements, the shares were repurchased at a price of $0.01 per share and the LTIP units were repurchased at a price of $0.25 per unit, which were the amounts originally paid by such employee for the shares and units.
−Removed: Also includes 755 common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
+Added: (1) Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
+Added: (2) Represents LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP.
+Added: Under the terms of the applicable LTIP unit vesting agreements, the LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for the units.
ITEM 3—Defaults Upon Senior Securities.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.