What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-27 · 158 added, 207 removed, 292 unchanged (56% of the section changed)

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

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

BXP was formed in 1997 to succeed the real estate development, redevelopment, acquisition, management, operating and leasing businesses associated with the predecessor company founded by Mortimer B.

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Our properties are concentrated in six dynamic gateway markets—Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

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

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

As of December 31, 2025, our properties consisted of:

• 163 office and life sciences properties (including five properties under construction/redevelopment);

• 157 office properties (including four properties under construction/redevelopment);

• 14 retail properties (including one property under construction);

• seven residential properties (including one property under construction);

• seven residential properties (including three properties under construction);

We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by clients that are focused on the importance of the physical work environment in recruiting and retaining the best and brightest employees.

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owned by BXP as a percentage of the sum of (1) the actual aggregate number of outstanding common partnership units of BPLP and (2) the number of common units issuable upon conversion of all outstanding long term incentive plan units of BPLP (“LTIP Units”), for which all performance conditions have been satisfied for such conversion.

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

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

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

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

Transactions During 2025

On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC.

At acquisition, the total net equity acquired was $20.0 million, which includes $10.0 million in cash that we paid for the joint venture partner's 50% economic ownership interest in the joint venture.

The property is subject to existing mortgage indebtedness of approximately $207.1 million (see “ Secured Debt ” below).

The acquisition resulted in us recording a gain upon consolidation of approximately $21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $10.0 million, less our costs basis of approximately $(11.8) million.

The gain on consolidation is included within loss from unconsolidated joint ventures in the Consolidated Statement of Operations (See Notes 3, 6 and 7 to the Consolidated Financial Statements).

901 New York Avenue is a premier workplace consisting of approximately 508,000 net rentable square feet.

On December 27, 2024, we completed the acquisition of 725 12th Street, an approximately 300,000 net rentable square foot, 12-story premier workplace located in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million.

The acquisition was completed with available cash.

Following the acquisition, we commenced redevelopment of the property.

When completed, 725 12th Street is expected to total approximately 320,000 net rentable square feet of office and retail space.

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

Pending Disposition and Impairment

At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland.

Based on a shorter-than-expected hold period, we reduced the carrying value of a portion of the property that we anticipate selling to a third-party developer to its estimated fair value at March 31, 2024.

As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million during the year ended December 31, 2024.

Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification (“ASC”) 820 and the terms of a pending offer from a third-party.

On May 7, 2024, we entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel, located in Rockville, Maryland, for an aggregate gross sale price of approximately $24.8 million.

On July 22, 2024, we executed an amendment to the agreement for an aggregate gross sale price of approximately $24.7 million.

2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment.

The disposition is subject to satisfaction of certain closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

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

We intend to redevelop this site in the future (See Note 3 to the Consolidated Financial Statements).

Dispositions and Impairments

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

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

Developments /Redevelopments

As of December 31, 2024, we had seven properties under construction/redevelopment, which we expect will total approximately 2.3 million net rentable square feet when completed.

We estimate our share of the aggregate total investment to complete these projects is approximately $2.3 billion, of which approximately $1.3 billion remained to be invested as of December 31, 2024.

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

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

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

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

As of December 31, 2025, we had eight properties under construction/redevelopment, aggregating approximately 3.5 million in estimated net rentable square feet when completed.

We estimate our share of the aggregate estimated total investment to complete these projects is approximately $3.9 billion, of which approximately $2.5 billion remained to be invested as of December 31, 2025.

The total development pipeline, including office, laboratory/life sciences and retail developments, but excluding our residential developments, is 61% pre-leased as of February 20, 2026.

For a detailed list of the properties under construction/redevelopment see “Liquidity and Capital Resources” within “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

On February 12, 2024, we commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to our development projects at 290 Binney Street and 300 Binney Street.

121 Broadway will consist of 439 residential units aggregating approximately 492,000 net rentable square feet.

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

On April 5, 2024, we completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square foot retail redevelopment located in Boston, Massachusetts.

On July 17, 2024, we partially placed in-service Reston Next Office Phase II, an approximately 90,000 net rentable square foot development project comprised of office and retail space located in Reston, Virginia.

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

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

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

On March 28, 2024, we entered into a 90-year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square foot site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”).

The lease requires annual base rental payments of $250,000 until the commencement of construction, as defined in the lease.

If we commence construction of a project on the site on or before August 1, 2028 then a final fixed rental payment is due in accordance with the lease at that time.

After August 1, 2028, if we commence construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time.

In addition, the lease requires annual payments of $500,000 through 2033 to fund maintenance and improvements to the Station.

We have assumed that we will begin construction on the site on or before August 1, 2028.

The incremental borrowing rate for this lease is 6.57% per annum.

The net present value of the ground lease payments is approximately $23.2 million.

We classify this lease as an operating lease.

As a result, we recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $23.9 million and $23.2 million, respectively, on our Consolidated Balance Sheets at March 31, 2024.

The ground lease had operating lease costs of approximately $0.3 million for the period from March 28, 2024 through December 31, 2024.

There can be no assurance that we will commence construction on the ground lease site on the terms and schedule currently contemplated or at all.

We have a ground lease for the land underlying our residential property, The Skylyne, in Oakland, California.

The Skylyne is a residential property consisting of 402 residential units and supporting retail space totaling approximately 331,000 net rentable square feet.

The ground lease has approximately 92 years remaining (including extension options) and provides us with the right to purchase the land subject to certain conditions.

When the lease was executed in 2017, the purchase option was considered a bargain purchase option and, as a result, we classified it as a finance lease and we assumed the lessor would exercise its right to require us to purchase the land in May 2024 for approximately $38.7 million.

In May 2024 and as of the date of this report, the lessor has not exercised this option and we reassessed the accounting for the ground lease and determined that the purchase option continues to be considered a bargain purchase option and the ground lease will continue to be accounted for as a finance lease.

The lease requires monthly base rental payments of a nominal amount until the purchase occurs, which we now estimate will be in 2030.

As a result of the reassessment, the lease liability was remeasured and reduced to approximately $0.1 million.

In conjunction with the reduction in the lease liability, the right of use asset was reduced to $0 and the difference between the lease liability and right of use asset, before the remeasurement, of approximately $9.5 million was recorded as a decrease to interest expense for the year ended December 31, 2024.

There can be no assurance that we will ultimately exercise the ground lease purchase option on the schedule currently contemplated or at all.

On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue located in Washington, DC (See Note 3 to the Consolidated Financial

The property is subject to existing mortgage indebtedness.

At acquisition, the mortgage loan had an outstanding principal balance of approximately $207.1 million, bore interest at 3.61% per annum and was scheduled to mature on January 5, 2025.

The mortgage loan was recorded at a fair value of approximately $198.7 million.

On January 11, 2024, we modified the mortgage loan to provide for two extension options totaling five years of additional term, each subject to certain conditions.

On December 20, 2024, we exercised the first extension option to extend the maturity date to January 5, 2029.

At the time of the extension, the outstanding principal balance was $202.3 million.

The extended loan will bear interest at 5.00% per annum beginning January 5, 2025.

The loan has a one-year extension option remaining, subject to certain conditions.

On October 8, 2024, we modified the mortgage loan collateralized by our Santa Monica Business Park properties located in Santa Monica, California.

The mortgage loan had an outstanding principal balance of $200.0 million, bore interest at a variable rate equal to Daily Simple SOFR plus 1.38% per annum and was scheduled to mature on July 19, 2025.

The modified loan is scheduled to mature on October 8, 2028 and continues to bear interest at a variable rate equal to Daily Simple SOFR plus 1.38% per annum until July 19, 2025.

Beginning July 19, 2025, the mortgage loan will bear interest at Daily Simple SOFR plus 1.60% per annum through the maturity date.

The entire principal is subject to interest rate swap contracts to fix Daily Simple SOFR at a weighted-average fixed interest rate of approximately 2.675% per annum through April 1, 2025 (See Note 8 to the Consolidated Financial Statements).

The mortgage loan requires monthly interest-only payments during the term of the loan, with the entire principal due at maturity.

Santa Monica Business Park is an office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

Unsecured Debt

On February 1, 2024, BPLP repaid $700.0 million in aggregate principal amount of its 3.800% senior notes due February 1, 2024.

The repayment was completed with available cash.

The repayment price was approximately $713.3 million, which was equal to the stated principal plus approximately $13.3 million of accrued and unpaid interest to, but not including, the repayment date.

Excluding the accrued and unpaid interest, the repayment price was equal to the principal amount being repaid.

On April 17, 2024, BPLP established an unsecured commercial paper program.

Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $500.0 million with varying maturities of up to one year.

Amounts available under the unsecured commercial paper program may be borrowed, repaid, and re-borrowed from time to time.

The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes.

The commercial paper program is backstopped by available capacity under BPLP’s unsecured revolving credit facility (the “2021 Credit Facility”).

At December 31, 2024, BPLP had an aggregate of $500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.79% per annum and had a weighted-average maturity of 38 days from the issuance date.

On April 29, 2024, BPLP repaid $500.0 million of the outstanding balance of its $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”) from the proceeds of its unsecured commercial paper program.

On May 16, 2024, BPLP exercised its option to extend the maturity date of the 2023 Unsecured Term Loan to May 16, 2025.

All other terms of the 2023 Unsecured Term Loan remain unchanged (See Note 7 to the Consolidated Financial Statements).

On April 29, 2024, BPLP increased the maximum borrowing amount under the 2021 Credit Facility from $1.815 billion to $2.0 billion.

All other terms of the 2021 Credit Facility, including its maturity date of June 15, 2026, remain unchanged (See Note 7 to the Consolidated Financial Statements).

On August 26, 2024, BPLP completed a public offering of $850.0 million in aggregate principal amount of its 5.750% unsecured senior notes due 2035.

The notes were priced at 99.961% of the principal amount to yield an effective rate (including financing fees) of approximately 5.842% per annum to maturity.

The notes will mature on January 15, 2035, unless earlier redeemed.

The aggregate net proceeds from the offering were approximately $841.9 million after deducting underwriting discounts and transaction expenses.

On September 27, 2024, BPLP entered into a credit agreement that provides for a $100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”) with a lender (the “Lender”) under the mortgage loan collateralized by our Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”).

Upon entry into the credit agreement, BPLP exercised its option to draw $100.0 million under the 2024 Unsecured Term Loan.

The proceeds were used to modify and repay the portion of the SMBP Loan held by the Lender.

the repayment, the SMBP Loan had a remaining principal balance of $200.0 million.

The 2024 Unsecured Term Loan matures on September 26, 2025 with three, one-year extension options, subject to customary conditions (See Note 7 to the Consolidated Financial Statements).

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

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

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

Notable transactions during 2025 include:

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

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

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

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

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

Hedging Transaction

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

The interest rate swap was entered into to fix Daily Simple SOFR, at a fixed interest rate of 3.6775% per annum for the period commencing on April 7, 2025, the effective date, and ending on April 6, 2026 (See Note 8 to the Consolidated Financial Statements).

Equity Transactions

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Investments in Unconsolidated Joint Ventures

On January 2, 2024, a joint venture in which we have a 50% ownership interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California.

This property was fully placed in-service on January 2, 2025.

On January 8, 2024, we acquired our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $10.0 million in cash (See Note 3 to the Consolidated Financial Statements).

Prior to the acquisition, we had a 50% economic ownership interest in the joint venture and accounted for it under the equity method of accounting.

The acquisition resulted in us having full ownership of the joint venture such that we now account for its assets, liabilities, and operations on a consolidated basis in our financial statements instead of under the equity method of accounting.

As a result, we recognized a gain on consolidation of approximately $21.8 million.

On February 6, 2024, a joint venture in which we have a 25% ownership interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

At the time of the extension, the loan had an outstanding principal balance totaling $80.0 million and was scheduled to mature on February 9, 2024.

The extended loan was scheduled to mature on May 9, 2024.

On May 8, 2024, the loan was extended 30 days and on June 7, 2024, the loan was extended an additional 60 days.

The extended loan continued to bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matured on August 7, 2024.

As of December 31, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $119.6 million.

The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all.

We are the lender of the loan and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on our Consolidated Balance Sheets.

3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.

On February 9, 2024, a joint venture in which we have a 50% ownership interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property.

The construction loan had a total commitment amount of approximately $252.6 million.

The extended loan continues to bear interest at a variable rate equal to Term SOFR plus 1.35% per annum and matures on April 26, 2025.

At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature on April 26, 2024.

7750 Wisconsin Avenue is a premier workplace with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

On July 18, 2024, a joint venture in which we have a 50% ownership interest extended by one year the maturity date of its loan collateralized by 100 Causeway Street.

At the time of the extension, the loan had an outstanding balance totaling approximately $333.6 million, bore interest at Term SOFR plus 1.48% per annum, and was scheduled to mature on September 5, 2024.

Following the extension, the loan will continue to bear interest at Term SOFR plus 1.48% per annum, and is scheduled to mature on September 5, 2025.

100 Causeway Street is an approximately 634,000 net rentable square foot premier workplace located in Boston, Massachusetts.

On August 7, 2024, a joint venture in which we have a 71.11% ownership interest partially placed in-service 360 Park Avenue South, a 20-story, premier workplace with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet.

On December 13, 2024, the joint venture extended the maturity date of its mortgage loan by three years.

At the time of the extension, the loan had an outstanding balance totaling approximately $220.0 million, bore interest at Adjusted Term SOFR plus 2.40% per annum, and was scheduled to mature on December 14, 2024.

Following the extension, the loan bears interest at Term SOFR plus 2.50% per annum, and is scheduled to mature on December 13, 2027.

On December 13, 2024, a joint venture in which we have a 20% ownership interest fully placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five-story, low-rise building and an iconic 39-story tower, which is one of the tallest buildings in Northern Virginia.

During the year ended December 31, 2024, we recognized an other-than-temporary impairment loss on our investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million and $46.8 million, respectively (See Note 6 to the Consolidated Financial Statements).

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

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

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

Notable transactions during 2025 include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the year ended December 31, 2025, we evaluated key impairment indicators related to certain investments in unconsolidated joint ventures (See Note 2 to the Consolidated Financial Statements).

evaluation, including a pending offer from a third-party, resulted in our determination that the decline in value for the joint venture that owns Gateway Commons was other-than-temporary.

As a result, we recognized an other-than-temporary impairment loss on our investment in Gateway Commons of approximately $145.1 million.

Noncontrolling Interest

On March 21, 2024, we completed the sale of a 45% interest in 290 Binney Street in Cambridge, Massachusetts.

We retain a 55% ownership interest in the joint venture.

The institutional investor funded approximately $97.2 million in cash at closing, which is less than 45% of the agreed upon carrying value of the property immediately prior to the transaction.

The institutional investor will fund all construction costs until its equity balance is proportionate to its ownership percentage, after which we and the institutional investor will fund the development project based on our respective ownership interests.

As of December 31, 2024, the equity balance for each of the investors is proportionate to their ownership percentage.

The transaction did not qualify as a sale of real estate for financial reporting purposes as we continue to effectively control the property and thus will continue to account for the property on a consolidated basis in our financial statements and no gain was recognized in the Consolidated Statements of Operations.

We provide customary development, property management and leasing services to the joint venture.

290 Binney Street is an approximately 573,000 net rentable square foot laboratory/life sciences development project located in Cambridge, Massachusetts.

On August 27, 2025, we acquired our partner’s 45% ownership interest in the consolidated entity that is developing the 343 Madison Avenue project located in New York City, New York for approximately $43.5 million of cash.

The acquisition price equaled the partner’s aggregate unreturned capital contributions to the joint venture.

Prior to the acquisition, we had a 55% ownership interest in the joint venture.

Stock Option and Incentive Plan

On January 25, 2024, the Compensation Committee of BXP’s Board of Directors approved a new equity-based, multi-year, long-term incentive program (the “2024 MYLTIP”) as a performance based component of our overall compensation program under the BXP, Inc.

For additional details on each of the transactions listed below, refer to Note 15 to the Consolidated Financial Statements.

On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the BXP, Inc.

2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP.

Under ASC 718 “Compensation - Stock Compensation,” the 2024 MYLTIP awards have an aggregate value of approximately $11.1 million, which amount will generally be amortized into earnings under the graded vesting method.

(See Note 15 to the Consolidated Financial Statements).

On February 1, 2024, the three-year measurement period for our 2021 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 112% of target, or an aggregate of approximately $12.6 million (after giving effect to employee separations).

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

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

As a result, an aggregate of 177,919 2022 MYLTIP Units that had been previously granted were automatically forfeited.

On December 22, 2025, BXP’s Compensation Committee approved the 2025 OPP Awards.

Under the 2025 OPP Awards, performance and service-based equity awards were granted to certain members of BXP’s senior leadership team.

The awards were issued pursuant to the 2021 Plan in the form of LTIP Units and consist of an opportunity to earn up to an aggregate of 711,864 LTIP Units.

The number of LTIP Units reflects the maximum that may be earned for achieving the highest level of performance and satisfying the service-based vesting requirements.

Under ASC 718 the 2025 OPP Awards have an aggregate value of approximately $31.9 million, which amount will generally be amortized into earnings under the graded vesting attribution method.

Business and Growth Strategies

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Our primary business objective is to maximize return on investment to provide our investors with the greatest possible total return at all points of the economic cycle.

Our strategies to achieve this objective are:

Our long-term strategies to achieve this objective are:

• to target a few carefully selected dynamic gateway markets—Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC—and to be one of the leading, if not the leading, developers, owners and managers in each of those markets with a full-service office in each market providing property management, leasing, development, construction and legal expertise.

We select markets and submarkets with a diverse economic base and a deep pool of prospective clients in various industries and where clients have demonstrated a preference for premier workplaces and other facilities.

Additionally, our markets have historically been able to recruit new talent to them and as such created job growth that results in growth in rental rates and occupancy over time.

We have explored, and may continue to explore for future investment, select domestic and international markets that exhibit these same traits;

• to emphasize markets and submarkets within those markets where the difficulty of receiving the necessary approvals for development and the necessary financing constitute high barriers to the creation of new supply, and where skill, financial strength and diligence are required to successfully develop,

finance and manage high-quality office and life sciences space, as well as selected retail and residential space;

Additionally, our markets have historically been able to recruit new talent to them and help sustain job growth that results in growth in rental rates and occupancy over time;

• to take on complex, technically challenging development projects, leveraging the skills of our management team to successfully develop, acquire or reposition properties that other organizations may not have the capacity or resources to pursue;

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• to seek third-party development contracts to enable us to retain and utilize our existing development and construction management staff, especially when our internal development is less active or when new development is less-warranted due to market conditions;

• to enhance our capital structure through our access to a variety of sources of capital and proactively manage our debt expirations.

• to enhance our capital structure through our access to a variety of sources of equity and debt capital and proactively manage our debt expirations.

From time to time, in response to one or more macroeconomic or other external factors, we refine our plans for achieving one or more elements of our overall strategy.

At our September 2025 Investor Day, we detailed a three-year action plan focused on near-term earnings growth by leveraging BXP's operational expertise and portfolio of premier workplaces within our core gateway markets to:

• grow occupancy;

• develop premier assets with a focus on projects underway and a selective approach to future opportunities;

• execute on a multi-year asset sales program to dispose of non-income producing land, select residential, and non-strategic and select strategic office assets, with proceeds designated to reduce leverage and fund our development pipeline;

• secure private equity partnerships on select assets to complement other funding sources and increase investment yields.

We believe the components of this strategic action plan align with our broader, long-term strategy of maintaining leadership in core markets, prudently growing the portfolio, and disciplined capital allocation to drive shareholder value.

We may achieve the goals underlying this strategic action plan through a variety of methods and the timing, extent and impact of any transactions that we have or will undertake while implementing this strategic action plan may vary and evolve.

Growth Strategies

External Growth Strategies

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

We believe we are also well-positioned to achieve external growth through acquisitions.

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Other factors that contribute to our competitive position include:

• our control of sites (including sites under contract or option to acquire and properties removed from our in-service portfolio in anticipation of future redevelopment) in our markets that could support approximately 19.5 million additional square feet of new development;

• our control of sites in our markets that could support, as of December 31, 2025, approximately 13.6 million and 4.7 million of additional square feet of new office and residential developments, respectively;

• our reputation gained through 56 years of successful operations and the stability and strength of our existing portfolio of properties;

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• our relationships with nationally recognized financial institutions that provide capital to the real estate industry;

• our track record and reputation for executing acquisitions efficiently provide comfort to domestic and foreign institutions, private investors and corporations who seek to sell commercial real estate in our market areas;

• our track record and reputation for executing acquisitions efficiently provide comfort to domestic and foreign institutions, private investors and business entities who seek to sell commercial real estate in our market areas;

• our ability to act quickly on due diligence and financing;

• our relationships with institutional buyers and sellers of high-quality real estate assets;

• our ability to procure entitlements from multiple municipalities to develop sites and attract land owners to sell or partner with us;

• our ability to procure entitlements from multiple municipalities to develop and/or sell sites and attract land owners to sell to or partner with us;

• our relationship with domestic and foreign investors who seek to partner with companies like ours.

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• Development in selected submarkets.

We believe the selected development of well-positioned premier workplaces as well as residential buildings and mixed-use complexes may be justified in our markets.

We believe the selective development of well-positioned premier workplaces, as well as residential buildings and mixed-use complexes, may be justified in certain of our markets.

We believe in acquiring land after taking into consideration timing factors relating to economic cycles and in response to market conditions that should allow for its development at the appropriate time.

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We believe that there are opportunities at key locations in our existing and other markets for a well-capitalized developer to acquire land or buildings with development or redevelopment potential.

We seek complex projects where we can add value through the efforts of our experienced and skilled management team leading to attractive returns on investment.

In the past, we have been particularly successful at acquiring sites or options to purchase sites that need governmental approvals for development.

Because of our development expertise, knowledge of the governmental approval process and reputation for quality development with local government regulatory bodies, we generally have been able to secure the permits necessary to allow development and to profit from the resulting increase in land value.

We seek complex projects where we can add value through the efforts of our experienced and skilled management team leading to attractive returns on investment.

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

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

We intend to seek and expect to continue to be presented with such opportunities in the near term allowing us to earn relatively significant returns on these development opportunities through multiple business cycles.

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We believe that due to our size, management strength and reputation, we are well positioned to acquire portfolios of assets or individual properties from institutions or individuals if valuations meet our criteria.

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

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

Opportunities to acquire properties may also come through the purchase of first mortgage or mezzanine debt.

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Our strategy for maximizing the benefits from these opportunities is three-fold:

(1) to provide high-quality property management services using our employees in order to encourage clients to renew, expand and relocate in our properties, (2) to achieve speed and transaction cost

efficiency in replacing departing clients through the use of in-house services for marketing, lease negotiation and construction of tenant and capital improvements and (3) to work with new or existing clients with space expansion or contraction needs, leveraging our expertise and clustering of assets to maximize the cash flow from our assets.

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

We expect to continue our internal growth as a result of our ability to:

• Cultivate existing submarkets and long-term relationships with credit clients.

In choosing locations for our properties, we have paid particular attention to transportation and commuting patterns, physical environment, adjacency to established business centers and amenities, proximity to sources of business growth and other local factors.

• Carefully select submarkets and cultivate long-term relationships with creditworthy clients.

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

In 2025, we executed approximately 5.6 million square feet of leases with a weighted-average lease term of 10.1 years.

Based on leases in place at December 31, 2024, leases with respect to approximately 7.0% of the total square feet in our portfolio, including unconsolidated joint ventures, will expire in calendar year 2025.

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

• Directly manage our office properties to maximize the potential for client retention.

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We believe the select re-development of assets within our portfolio, where through the ability to increase the building size and/or to increase cash flow and generate appropriate returns on incremental investment after consideration of the asset’s current and future cash flows, may be desirable.

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

This generally occurs in situations in which we are able to increase the building’s size, improve building systems, including conversion to higher yielding uses, and sustainability features, and/or add client amenities, thereby increasing client demand, generating acceptable returns

on incremental investment and enhancing the long-term value of the property and the company.

In the past, we have been particularly successful at gaining local government approval for increased density at several of our assets, providing the opportunity to enhance value at a particular location.

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We are committed to maximizing long-term value for our shareholders through, among other strategies, actively working to promote our growth and operations sustainably and responsibly across our six dynamic gateway markets.

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

Our investment philosophy is shaped by our core strategy of long-term ownership and our commitment to our communities and the centers of commerce

and civic life that make them thrive.

We are focused on developing and maintaining healthy, high-performance buildings, while simultaneously mitigating operational costs and the potential external impacts of energy, water, waste, greenhouse gas (“GHG”) emissions and climate change.

We undertake electric, steam, and natural gas efficiency projects and procurement initiatives to reduce energy-related operating expense growth and primary fossil fuel consumption.

These initiatives have also contributed to lower greenhouse gas (“GHG”) emissions and compliance with building performance standards in the New York and Boston markets.

Through our efforts, we demonstrate that operating and developing commercial real estate can be conducted with a conscious regard for the environment while mutually benefiting our stakeholders.

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BXP is a widely recognized industry leader in sustainability, and our 2025 highlights include:

• BXP ranked among the top real estate companies in the GRESB assessment, earning a ninth consecutive 5-star rating.

2024 was the thirteenth consecutive year that BXP earned the GRESB “Green Star” designation

• BXP achieved carbon-neutral operations for GHG emissions Scopes 1 and 2

• BXP ranked among the top real estate companies in the GRESB assessment, earning a tenth consecutive 5-star rating.

2025 was the 14th consecutive year that BXP earned the GRESB “Green Star” designation

• BXP maintained an MSCI rating of “AA” and a CDP score of “B”

• BXP was named to Newsweek’s America’s Most Responsible Companies for the fifth consecutive year, ranking 83rd out of 600 companies, and was also named to Newsweek’s America’s Greenest Companies with a 4.5-star rating

• BXP was named a member of the Dow Jones Sustainability Index (DJSI) North America for the fourth consecutive year.

BXP was one of eight real estate companies that qualified and the only office REIT in the index, scoring in the 93rd percentile of the real estate companies assessed for inclusion

• BXP was recognized as one of TIME Magazine’s World’s Most Sustainable Companies, ranking 79th out of 500 companies and the highest-rated United States property owner

• BXP earned Nareit’s Leader in the Light Office award, in addition to Nareit’s Sustainability Impact Award - Sustainable Design for 140 Kendrick Street - Building A

• BXP was named an ENERGY STAR Partner of the Year – Sustained Excellence Award Winner

• BXP was named to Newsweek’s America’s Most Responsible Companies 2026 for the sixth consecutive year, ranking in the top half of 600 companies, and was also named to Newsweek’s America’s Greenest Companies 2026 with a 5-star rating

• BXP was named a Fitwel Best in Building Health Award winner by the Center for Active Design for the ninth time

• BXP earned the City of Boston’s Building Emissions Reduction and Disclosure Ordinance's (BERDO) Energy Efficiency Spotlight, highlighting our retro-commissioning efforts in Boston

• BXP was named a Sustainalytics Low Carbon Leader

• BXP continued its tenure as an inaugural Platinum Level Green Lease Leader by the Institute for Market Transformation and the U.S.

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Our leadership position is due, in part, to our establishment of environmental goals, the periodic reporting of progress toward our goals and the achievement of these goals, which we report in an annual Sustainability & Impact Report that is made available on our website at http://www.bxp.com under the heading “Commitment”.

We have publicly adopted energy, water, building certification, waste and GHG emissions goals, including a commitment to achieving carbon-neutral operations (for direct and indirect Scope 1 and Scope 2 GHG emissions) by 2025 from our occupied and actively managed buildings where we have operational control.

We have publicly adopted energy, water, building certification, waste and GHG emissions goals, including a commitment to achieving carbon-neutral operations (for direct and indirect Scope 1 and Scope 2 GHG emissions) by the end of 2025 from our occupied and actively managed buildings where we have operational control.

We have also provided climate-related disclosures aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”).

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Our energy and water data is collected from utility bills and submeters and is assured by an independent, third-party assurance expert, which includes all 2024 SASB energy and water metrics.

During the 2024 calendar year, 69 buildings representing 59% of total in-service portfolio were ENERGY STAR certified.

During the 2025 calendar year, 64 buildings representing 50% of BXP’s total in-service portfolio were ENERGY STAR certified.

A licensed professional has verified all ENERGY STAR applications.

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(5) Water sources include surface water (including water from wetlands, rivers, lakes and oceans), groundwater, rainwater collected directly and stored by BXP, municipal water supplies or supply from other water utilities.

(6) 2020 and 2021 data reflect the combined impacts of efficiency measures, renewable energy and reduced physical occupancy due to the COVID-19 pandemic.

Occupancy was not significantly reduced in 2023.

(6) 2020 and 2021 data reflect the combined impacts of efficiency measures and reduced physical occupancy due to the COVID-19 pandemic.

Human Capital Management

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Culture & Employee Engagement

We believe that the success of our business is tied to the quality of our workforce, and we strive to maintain a corporate environment without losing the entrepreneurial spirit with which we were founded 55 years ago.

providing a quality workplace and comprehensive benefit programs, we recognize the commitment of our employees to bring their talent, energy and experience to us.

By providing a quality workplace and comprehensive benefit programs, we recognize the commitment of our employees to bring their talent, energy and experience to us.

Our continued success will depend on our employees’ expertise and dedication.

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Past employee responsiveness to the engagement surveys has been consistently high and the results help inform us on matters that our employees view as key contributors to a positive work experience.

Based on the most recent employee engagement survey conducted in 2025, with a 93% response rate, the overall company-wide result was a “favorable” rating.

The results affirmed that BXP is healthy across core areas such as company performance, leadership and management.

We intend to continue to periodically evaluate employee engagement as needed on a meaningful basis.

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We believe this total rewards program directly aligns with our compensation and benefits strategy.

Our employee benefit programs are designed to meet the needs of our workforce by offering comprehensive and competitive programs to support our employees and their families.

Our employee benefit programs are thoughtfully designed to meet the needs of our workforce by offering comprehensive and competitive programs to support our employees and their families.

These programs provide flexibility and choice in coverage, valuable resources to protect and enhance financial security, and benefits that help balance work and personal life.

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• employer-subsidized health savings account,

• a 401(k) plan with a generous matching contribution,

• a 401(k) plan with a generous company matching contribution,

• an employee stock purchase plan that allows employees to purchase our common stock at a discount,

• health care and dependent care flexible spending accounts,

• income protection through our sick pay, salary continuation and long-term disability policies and life insurance,

• income protection through our sick pay, salary continuation, long-term disability policies and life insurance and AD&D insurance,

• business travel accident insurance,

• a scholarship program for the children of non-officer employees,

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• matching charitable gift program,

• back-up child and elder care, and

• back-up care for children and elders, and

• pet insurance.

Health, Safety & Wellness

As one of the largest publicly traded premier workplace REITs (based on total market capitalization as of December 31, 2024) in the United States, we are keenly aware of the influence of buildings on human health and its importance to our clients and employees.

As one of the largest publicly traded premier workplace REITs (based on total market capitalization as of December 31, 2025) in the United States, we appreciate the influence of buildings on human health and its importance to our clients and employees.

The health, safety and security of our employees, clients, contractors and other visitors to our properties are our highest priority.

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Qualifying program participants receive a discount on a portion of their health insurance cost.

The Employee Assistance Program includes services for childcare, eldercare, personal relationship information, financial planning assistance, stress management, mental illness and general wellness and self-help.

BXP also offers a premium mental health program that provides online resources and support for employees facing a wide variety of issues.

The Employee Assistance Program includes services for childcare, eldercare, personal or work-related relationships, financial planning assistance, stress management, mental health, general wellness and self-help.

BXP also offers a premium mental health wellbeing program that provides online resources and support for employees facing a wide variety of issues.

Policies with Respect to Certain Activities

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We expect to continue to pursue our investment objectives primarily through the ownership of our current properties, development and redevelopment projects and other acquired properties.

We currently intend to continue to invest primarily in developments of properties and acquisitions of existing improved properties or properties in need of redevelopment, and acquisitions of land that we believe have development potential, primarily in our existing markets of Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

We currently intend to continue to invest primarily in developments of properties and acquisitions of existing improved properties or properties in

need of redevelopment, and acquisitions of land that we believe have development potential, primarily in our existing markets of Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

We have explored and may continue to explore for future investment in select domestic and international markets that exhibit these same traits.

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While our current portfolio consists primarily of, and our business objectives emphasize, equity investments in commercial real estate, we may, at the discretion of the Board of Directors of BXP, invest in mortgages and other types of real estate interests consistent with BXP’s qualification as a REIT.

Investments in real estate mortgages run the risk that one or more borrowers may default under such mortgages and that the collateral securing such mortgages may not be sufficient to enable us to recoup our full investment.

Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing such mortgages may not be sufficient to enable us to recoup our full investment.

We may invest in participating, convertible or traditional mortgages if we conclude that we may benefit from the cash flow, or any appreciation in value of the property or as an entrance to the fee ownership.

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Securities of or Interests in Entities Primarily Engaged in Real Estate Activities

Subject to the percentage of ownership limitations and gross income and asset tests necessary for BXP’s REIT qualification, we also may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

We decide to dispose or partially dispose of properties based upon a periodic review of our portfolio and the determination by the Board of Directors of BXP that doing so is in our best interests.

Any decision to dispose of a property will be authorized by the Board of Directors of BXP or a committee thereof.

Subject to the percentage of ownership limitations and gross income and asset tests necessary for BXP’s REIT qualification and our debt covenants, we also may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

Our long-term business strategy includes selective asset sales from time to time.

In general, we decide to dispose or partially dispose of properties based upon a periodic review of our portfolio and the determination by the Board of Directors of BXP that doing so is in our best interests.

However, a key component of our current strategic action plan introduced at our September 2025 Investor Day is the execution of a multi-year asset sales program to generate approximately $1.9 billion in net proceeds to fund our development pipeline and reduce leverage.

See “ Liquidity and Capital Resources” within “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more details on our asset sales program.

Any decision to dispose of a property or a partial interest in a property will be authorized by the Board of Directors of BXP or a committee thereof.

Some holders of limited partnership interests in BPLP could incur adverse tax consequences upon the sale of certain of our properties that differ from the tax consequences to BXP.

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Unless a sale by us of these properties is structured as a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), or in a manner that otherwise allows deferral to continue, recognition of the deferred tax gain allocable to these prior owners is generally triggered by a sale.

As of December 31, 2024, we had one property that was subject to a tax protection agreement, which may limit our ability to dispose of the asset or require us to pay damages to the prior owner in the event of a taxable sale in violation of the agreement.

As of December 31, 2025, we had one property that was subject to a tax protection agreement, which may limit our ability to dispose of the asset or require us to pay damages to the prior owner in the event of a taxable

sale in violation of the agreement.

The tax protection agreement expires on December 14, 2033, or earlier upon the occurrence of certain events.

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We have not engaged in trading, underwriting or agency distribution or sale of securities of issuers other than BXP and BPLP does not intend to do so.

At all times, we intend to make investments in such a manner as to enable BXP to maintain its qualification as a REIT, unless, due to changes in

circumstances or to the Code, the Board of Directors of BXP determines that it is no longer in the best interest of BXP to qualify as a REIT.

At all times, we intend to make investments in such a manner as to enable BXP to maintain its qualification as a REIT, unless, due to changes in circumstances or to the Code, the Board of Directors of BXP determines that it is no longer in the best interest of BXP to qualify as a REIT.

We may make loans to third parties, including, without limitation, to joint ventures in which we participate or in connection with the disposition of a property.

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It is our policy to retain independent environmental consultants to conduct or update Phase I environmental assessments (which generally do not involve invasive techniques such as soil or ground water sampling) and asbestos surveys in connection with our acquisition of properties.

These pre-purchase environmental assessments have not revealed environmental conditions that we believe will have a material adverse effect on our business, assets, financial condition, results of operations or liquidity, and we are not otherwise aware of environmental conditions with respect to our properties that we believe would have such a material adverse effect.

conditions with respect to our properties that we believe would have such a material adverse effect.

However, from time to time environmental conditions at our properties have required and may in the future require environmental testing and/or regulatory filings, as well as remedial action.

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Under the property acquisition agreement, Exxon agreed to (1) bear the liability arising from releases or discharges of oil and hazardous substances which occurred at the site prior to our ownership, (2) continue monitoring and/or remediating such releases and discharges as necessary and appropriate to comply with applicable requirements, and (3) indemnify us for certain losses arising from preexisting site conditions.

Any indemnity claim may be subject to various defenses and contractual limitations, including time limits, and there can be no assurance that the amounts paid under the indemnity, if any, would be sufficient to cover the liabilities arising from any such releases and discharges.

Any indemnity claim may be subject to various defenses and contractual limitations, including time limits and limits on the specific use of the property, and there can be no assurance that the amounts paid under the indemnity, if any, would be sufficient to cover the liabilities arising from any such releases and discharges.

Environmental investigations at some of our properties and certain properties owned by our affiliates have identified groundwater contamination migrating from off-site source properties.

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The current members of the Board of Directors of BXP are Bruce W.

Duncan, Carol B.

Einiger, Diane J.

Duncan, Diane J.

Hoskins, Mary E.

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Lustig, Timothy J.

Naughton, Owen D.

Naughton, Julie G.

Richardson, Owen D.

Thomas, William H.

Walton III, and Derek A.

All directors of BXP stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders.

All directors of BXP’s Board of Directors stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders.

Thomas currently serves as the Chairman of BXP’s Board of Directors and Joel I.

Klein serves as our Lead Independent Director.

Klein serves as its Lead Independent Director.

The Board of Directors of BXP also has Audit, Compensation, Nominating and Corporate Governance and Sustainability Committees.

The membership of each of these committees is described below.

The membership of each of these committees is set forth below.

Audit Compensation Nominating and

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Lustig X (1) X

Naughton X (1) X

(Tony) West X

*=Lead Independent Director, X=Committee member, (1)=Committee Chair, (2)=Chairman of BXP’s Board of Directors

X=Committee member, (1)=Committee Chair, (2)=Lead Independent Director, (3)=Chairman of BXP’s Board of Directors

BXP has the following corporate governance documents and procedures in place:

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• The Board of Directors has established an ethics reporting system that employees may use to anonymously report possible violations of the Code of Business Conduct and Ethics, including concerns regarding questionable accounting, internal accounting controls or auditing matters, by telephone or over the internet.

• The Board of Directors has adopted a Policy on Political Spending, a copy of which is available on our website at http://www.bxp.com under the heading “Investors” and the subheading “Governance” with the name “Policy on Political Spending.” The Board of Directors amended this Policy in January 2025 to provide that, beginning in fiscal year 2025, we will disclose all political spending (including amounts less then $25,000) on our website and shall make such disclosures biannually.

We compete in the leasing of premier workplace, retail and residential space with a considerable number of other real estate companies, some of which may have greater marketing and financial resources than are available to us.

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Additionally, our ability to compete depends upon, among other factors, trends in the national and local economies, investment alternatives, financial condition and operating results of current and prospective clients, availability and cost of capital, construction and renovation costs, taxes, utilities, governmental regulations, legislation and population trends.

In addition, we currently have seven residential properties (including one under construction) and may in the future decide to acquire or develop additional residential properties.

In addition, at December 31, 2025, we had seven residential properties (including three under construction) and may in the future decide to acquire or develop additional residential properties.

As an owner, we will also face competition for prospective residents from other operators/owners whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks.

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As lessor, BPLP is entitled to a percentage of gross receipts from the hotel property.

The hotel lease is intended to provide the economic benefits of ownership of the underlying real estate to flow to us as rental income, while our taxable REIT subsidiary earns

the profit or loss from operating the property as a hotel.

The hotel lease is intended to provide the economic benefits of ownership of the underlying real estate to flow to us as rental income, while our taxable REIT subsidiary earns the profit or loss from operating the property as a hotel.

Marriott International, Inc.

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Marriott has been engaged under a separate long-term incentive management agreement to operate and manage the hotel on behalf of the taxable REIT subsidiary.

Supplemental United States Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under the heading “United States Federal Income Tax Considerations” in the prospectus dated May 17, 2023, contained in our Registration Statements on Form S-3 (File Nos.

333-272012, 333-272012-01) filed with the Securities and Exchange Commission on May 17, 2023 (the “Existing Tax Disclosure”).

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”), was enacted.

The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors.

In particular,

• For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries.

• The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT.

This deduction was due to expire for tax years beginning after December 31, 2025.

• The OBBB provides that the highest individual marginal tax rate will not revert from 37% to 39.6% for taxable years beginning after December 31, 2025.

The 37% rate is made permanent.

To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure.

This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first four paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Annual Report on Form 10-K.

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.

What changed 10-K

Item 1. Business