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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-27 · 573 added, 623 removed, 1623 unchanged (42% of the section changed)

64 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment of Long-Lived Assets and Investments in Unconsolidated Joint Ventures

As described in Notes 2, 3, and 6 to the consolidated financial statements, the Company’s total real estate balance was $21,050.3 million and its investments in unconsolidated joint ventures was $1,060.1 million as of December 31, 2024.

During 2024, the Company recognized a $13.6 million impairment loss related to a long-lived asset and a $341.3 million other-than-temporary impairment loss related to certain investments in unconsolidated joint ventures.

Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

This evaluation of long-lived assets is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the long-lived asset or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period.

Management reviews its unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Indicators Assessment of Investments in Unconsolidated Joint Ventures

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s investments in unconsolidated joint ventures balance was $999.3 million as of December 31, 2025.

During 2025, the Company recognized a $145.1 million other-than-temporary impairment loss related to a certain investment in an unconsolidated joint venture.

Management reviews unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment, the intent and ability to retain each investment for a period of time to allow for anticipated recovery in market value, and market conditions.

Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

The fair value of unconsolidated joint ventures is calculated using a discounted cash flow model which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, market interest rates and availability, discount rates, and capitalization rates.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for long-lived assets and investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management (a) in identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (b) when developing the fair value estimate of the investment in unconsolidated joint venture with an other- than- temporary impairment, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to (a) management's identification of the indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures and (b) management’s assumptions related to future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates (collectively referred to as “the significant fair value assumptions”), and (iii) the audit effort related to management’s development of the fair value estimate of the investment in unconsolidated joint venture with an other-than-temporary impairment involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to (i) the identification of the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (ii) developing the fair value estimate of the unconsolidated investment in joint venture with an other-than-temporary impairment.

For the identification of the indicators of impairment, these procedures also included, among others, (i) testing management's process for identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures, (ii) evaluating the reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market

conditions for investments in unconsolidated joint ventures.

Evaluating the operating performance and anticipated hold periods involved considering the current and past performance of the long-lived assets, the consistency with external market and industry data, and whether the indicators were consistent with evidence obtained in other areas of the audit.

Evaluating performance of each investment and market conditions involved considering changes in the performance of the investments and market conditions and evidence obtained in other areas of the audit.

For the fair value estimate of the unconsolidated investment in joint venture with an other-than-temporary decline, these procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the investment in unconsolidated joint venture relating to the other-than-temporary impairment, (ii) evaluating the appropriateness of management’s discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the reasonableness of the significant fair value assumptions used by management by considering industry knowledge and data, historical company data, and evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow model and reasonableness of the significant fair value assumptions.

Purchase Price Allocation for Long-Lived Asset Property Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Company acquired its joint venture partner’s interest in a property for a purchase price of $10.0 million and a property for a gross purchase price of $35.0 million.

Management assesses the fair value of acquired tangible and intangible assets (including land, buildings and improvements, tenant improvements, “above-” and “below-market” leases, leasing costs and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities (including ground leases)) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

Management assesses fair value based on estimated cash flow projections that utilize discount, and/or capitalization rates, and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The principal considerations for our determination that performing procedures relating to the purchase price allocation for long-lived asset property acquisitions is a critical audit matter are (i) the significant judgment by management in developing the fair value estimates of assets acquired and liabilities assumed and the corresponding purchase price allocation, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to discount rates and capitalization rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management in identifying and evaluating the impairment indicators for investments in unconsolidated joint ventures, and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management's identification and evaluation of the impairment indicators related to the performance of each investment, the intent and ability to retain each investment for a period of time to allow for anticipated recovery in market value, and market conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the purchase price allocation for the long-lived asset property acquisition, including controls over the assumptions related to discount rate and capitalization rate used to determine the fair value of the assets acquired and liabilities assumed and the corresponding purchase price allocation.

These procedures also included, among others, (i) reading the purchase agreements and leasing documents for the acquisition, (ii) testing management’s process for developing the fair value estimates of the assets acquired and the corresponding purchase price allocation, (iii) evaluating the appropriateness of management’s discounted cash flow method, (iv) testing the completeness and accuracy of the underlying data used in the method, and, (v) evaluating the reasonableness of the significant assumptions used by management, related to the discount rate, capitalization rate, land value per square foot and future capital requirements by considering industry knowledge and data as well as historical company data and experience.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow model and reasonableness of the discount rate and capitalization rate assumptions.

These procedures included testing the effectiveness of controls relating to the identification and evaluation of the impairment indicators for investments in unconsolidated joint ventures.

These procedures also included, among others, (i) testing management's process for identifying and evaluating the impairment indicators for investments in unconsolidated joint ventures, and (ii) evaluating the reasonableness of management’s impairment indicators related to the performance of each investment, the intent and ability to retain each investment for a period of time to allow for anticipated recovery in market value, and market conditions.

Evaluating the reasonableness of management’s assessment of the impairment indicators involved (i) considering whether the indicators were consistent with evidence obtained from other audit procedures and (ii) evaluating management’s assessment over (a) changes in the performance of the investments, (b) management’s intent and ability to retain each investment to allow for anticipated recovery in market value, and (c) market conditions.

/s/ PricewaterhouseCoopers LLP

31 unchanged sentences

Investments in unconsolidated joint ventures 999,309 1,093,583

Assets held for sale 24,770 —

Total assets $ 26,166,164 $ 26,084,980

3 unchanged sentences

Unsecured senior notes, net 9,806,100 10,645,077

Unsecured exchangeable senior notes, net 976,263 —

Unsecured line of credit — —

57 unchanged sentences

Gains on sales of real estate 176,732 602 517

Gain on sales-type lease — — 10,058

Loss on sales-type lease ( 2,490 ) — —

Interest and other income (loss) 35,784 60,199 69,964

Other income - assignment fee — — 6,624

Gains (losses) from investments in securities 4,416 5,556 ( 6,453 )

Gains from investments in securities 5,481 4,416 5,556

Losses from interest rate contracts — — ( 79 )

Unrealized gain (loss) on non-real estate investments ( 346 ) 546 239

Impairment loss ( 13,615 ) — —

Impairment losses ( 85,803 ) ( 13,615 ) —

Loss from early extinguishment of debt ( 338 ) — —

Interest expense ( 653,138 ) ( 645,117 ) ( 579,572 )

28 unchanged sentences

_______________

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

(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.

10 unchanged sentences

Net activity from stock option and incentive plan 62 — 3,165 — — — 45,895 — 49,060

Contributions from noncontrolling interests in property partnerships — — — — — — — 849 849

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 160,416 — — — — 84,125 244,541

Distributions to noncontrolling interests in property partnerships — — — — — — — ( 69,975 ) ( 69,975 )

18 unchanged sentences

at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total

Shares Amount

Shares Amount Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,

at cost Accumulated Other Comprehensive Loss Noncontrolling Interests - Common Units Noncontrolling Interests - Property Partnerships Total

Redemption of operating partnership units to common stock 291 3 9,110 — — — ( 9,113 ) — —

3 unchanged sentences

Net activity from stock option and incentive plan 69 — 5,983 — — — 38,973 — 44,956

Capped call transactions premium — — ( 35,000 ) — — — — — ( 35,000 )

Acquisition of noncontrolling interest in property partnership — — ( 139 ) — — — — ( 43,465 ) ( 43,604 )

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — ( 3,970 ) — — — — 88,241 84,271

14 unchanged sentences

Depreciation and amortization 912,088 887,191 830,813

Impairment loss 13,615 — —

Impairment losses 85,803 13,615 —

Amortization of right of use assets - operating leases 264 2,262 1,940

3 unchanged sentences

Distributions of net cash flow from operations of unconsolidated joint ventures 58,424 33,861 24,637

(Gains) losses from investments in securities ( 4,416 ) ( 5,556 ) 6,453

Gains from investments in securities ( 5,481 ) ( 4,416 ) ( 5,556 )

Allowance for current expected credit losses ( 1,133 ) 78 373

Non-cash portion of interest expense 32,247 37,143 30,523

Other income - assignment fee — — ( 6,624 )

Loss from early extinguishments of debt 338 — —

Gains on sales of real estate ( 176,732 ) ( 602 ) ( 517 )

Gain on sales-type lease — — ( 10,058 )

Loss on sales-type lease 2,490 — —

Unrealized (gain) loss on non-real estate investments 346 ( 546 ) ( 239 )

1 unchanged sentence

Tenant and other receivables, net 32,507 13,716 ( 31,470 )

Notes receivable, net — — ( 152 )

Accrued rental income, net ( 101,878 ) ( 97,609 ) ( 99,539 )

11 unchanged sentences

Construction in progress ( 683,750 ) ( 651,346 ) ( 525,963 )

Building and other capital improvements ( 189,667 ) ( 171,424 ) ( 177,004 )

Building, pre-development and other capital improvements ( 216,687 ) ( 189,667 ) ( 171,424 )

Tenant improvements ( 338,808 ) ( 258,312 ) ( 310,925 )

1 unchanged sentence

Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) — 6,086 ( 13,155 )

Proceeds from assignment fee — — 6,624

Capital contributions to unconsolidated joint ventures ( 258,752 ) ( 132,096 ) ( 192,650 )

2 unchanged sentences

Issuance of note receivables (including related party) ( 22,861 ) ( 3,258 ) ( 12,177 )

Proceeds from note receivables (including related party) 80,000 — —

Investments in securities, net 558 136 1,496

Net cash used in investing activities ( 644,526 ) ( 1,237,396 ) ( 1,193,681 )

CONSOLIDATED STATEMENTS OF CASH FLOWS

2 unchanged sentences

2025 2024 2023

Proceeds from notes receivable — — 10,000

Investments in securities, net 136 1,496 4,902

Net cash used in investing activities ( 1,237,396 ) ( 1,193,681 ) ( 1,602,802 )

Cash flows from financing activities:

3 unchanged sentences

Repayment / redemption of unsecured senior notes ( 850,000 ) ( 700,000 ) ( 500,000 )

Proceeds from unsecured exchangeable senior notes 1,000,000 — —

Borrowings on unsecured line of credit 865,000 — —

1 unchanged sentence

Borrowings on unsecured term loans 700,000 — 1,200,000

Payments on finance lease obligations ( 12,547 ) — —

Repayment of unsecured term loans ( 700,000 ) ( 500,000 ) ( 730,000 )

Payments on finance lease obligations ( 13,662 ) ( 12,547 ) —

Borrowings on commercial paper program 8,656,025 5,363,333 —

1 unchanged sentence

Deferred financing costs ( 39,641 ) ( 12,235 ) ( 19,416 )

Capped call transactions premium ( 35,000 ) — —

Net activity from equity transactions ( 435 ) ( 1,731 ) 367

2 unchanged sentences

Distributions to noncontrolling interests in property partnerships ( 83,129 ) ( 77,704 ) ( 69,975 )

Acquisition of noncontrolling interests in property partnerships ( 43,604 ) — —

Net cash provided by (used in) financing activities ( 378,561 ) ( 274,476 ) 767,916

31 unchanged sentences

Interest rate contracts recorded upon consolidation $ — $ — $ ( 7,337 )

Construction in progress, net deconsolidated $ — $ — $ ( 11,316 )

Investment in unconsolidated joint ventures recorded upon deconsolidation $ — $ — $ 11,316

Sales-type lease origination $ — $ — $ 13,045

Derecognition of assets in exchange for sales-type lease obligation $ — $ — $ ( 2,987 )

Real estate contributed in exchange for investment in unconsolidated joint venture $ ( 5,595 ) $ — $ —

Investment in unconsolidated joint ventures funded by real estate contributed $ 5,595 $ — $ —

Dividends and distributions declared but not paid $ 123,753 $ 172,486 $ 171,176

39 unchanged sentences

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

Critical Audit Matters

Impairment Assessment of Long-Lived Assets and Investments in Unconsolidated Joint Ventures

As described in Notes 2, 3, and 6 to the consolidated financial statements, the Partnership’s total real estate balance was $20,814.2 million and its investments in unconsolidated joint ventures was $1,060.1 million as of December 31, 2024.

During 2024, the Partnership recognized a $13.6 million impairment loss related to a long-lived asset and a $341.3 million other-than-temporary impairment loss related to certain investments in unconsolidated joint ventures.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Indicators Assessment of Investments in Unconsolidated Joint Ventures

As described in Notes 2 and 6 to the consolidated financial statements, the Partnership’s investments in unconsolidated joint ventures balance was $999.3 million as of December 31, 2025.

During 2025, the Partnership recognized a $145.1 million other-than-temporary impairment loss related to a certain investment in an unconsolidated joint venture.

Management will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures.

Purchase Price Allocation for Long-Lived Asset Property Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Partnership acquired its joint venture partner’s interest in a property for a purchase price of $10.0 million and a property for a gross purchase price of $35.0 million.

Management assesses fair value based on estimated cash flow projections that utilize discount, and/or capitalization rates, and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the identification and evaluation of the impairment indicators for investments in unconsolidated joint ventures.

/s/ PricewaterhouseCoopers LLP

32 unchanged sentences

Investments in unconsolidated joint ventures 999,309 1,093,583

Assets held for sale 24,770 —

Total assets $ 25,942,364 $ 25,848,890

3 unchanged sentences

Unsecured senior notes, net 9,806,100 10,645,077

Unsecured exchangeable senior notes, net 976,263 —

Unsecured line of credit — —

10 unchanged sentences

125,345 128,098

Other liabilities (amounts related to VIEs of $ 126,202 and $ 115,275 at December 31, 2024 and December 31, 2023, respectively)

450,796 445,947

Total liabilities 18,137,324 17,833,785

BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

December 31, 2025 December 31, 2024

Other liabilities (amounts related to VIEs of $ 95,209 and $ 126,202 at December 31, 2025 and December 31, 2024, respectively)

386,074 450,796

Total liabilities 18,473,924 18,137,324

Commitments and contingencies (See Note 9)

33 unchanged sentences

Gains on sales of real estate 179,322 602 517

Gain on sales-type lease — — 10,058

Loss on sales-type lease ( 2,490 ) — —

Interest and other income (loss) 35,784 60,199 69,964

Other income - assignment fee — — 6,624

Gains (losses) from investments in securities 4,416 5,556 ( 6,453 )

Gains from investments in securities 5,481 4,416 5,556

Losses from interest rate contracts — — ( 79 )

Unrealized gain (loss) on non-real estate investments ( 346 ) 546 239

Impairment loss ( 13,615 ) — —

Impairment losses ( 82,890 ) ( 13,615 ) —

Loss from early extinguishment of debt ( 338 ) — —

Interest expense ( 653,138 ) ( 645,117 ) ( 579,572 )

25 unchanged sentences

_______________

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

(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.

14 unchanged sentences

Amortization of interest rate contracts — — — 5,498 576 6,074 629

Contributions from noncontrolling interests in property partnerships — — — — 849 849 —

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 160,416 — 84,125 244,541 —

Distributions to noncontrolling interests in property partnerships — — — — ( 69,975 ) ( 69,975 ) —

17 unchanged sentences

Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated

Comprehensive Loss Noncontrolling

Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units

Net activity from contributions and unearned compensation 2 80 6,924 — — 6,924 38,973

5 unchanged sentences

Amortization of interest rate contracts — — — 6,797 576 7,373 753

Capped call transactions premium — — ( 35,000 ) — — ( 35,000 ) —

Acquisition of noncontrolling interest in property partnership — — ( 139 ) — ( 43,465 ) ( 43,604 ) —

Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — ( 3,970 ) — 88,241 84,271 —

12 unchanged sentences

Depreciation and amortization 905,301 880,383 823,805

Impairment loss 13,615 — —

Impairment losses 82,890 13,615 —

Amortization of right of use assets - operating leases 264 2,262 1,940

3 unchanged sentences

Distributions of net cash flow from operations of unconsolidated joint ventures 58,424 33,861 24,637

(Gains) losses from investments in securities ( 4,416 ) ( 5,556 ) 6,453

Gains from investments in securities ( 5,481 ) ( 4,416 ) ( 5,556 )

Allowance for current expected credit losses ( 1,133 ) 78 373

Non-cash portion of interest expense 32,247 37,143 30,523

Other income - assignment fee — — ( 6,624 )

Loss from early extinguishments of debt 338 — —

Gains on sales of real estate ( 179,322 ) ( 602 ) ( 517 )

Gain on sales-type lease — — ( 10,058 )

Loss on sales-type lease 2,490 — —

Unrealized (gain) loss on non-real estate investments 346 ( 546 ) ( 239 )

1 unchanged sentence

Tenant and other receivables, net 32,507 13,716 ( 31,470 )

Note receivable, net — — ( 152 )

Accrued rental income, net ( 101,878 ) ( 97,609 ) ( 99,539 )

11 unchanged sentences

Construction in progress ( 683,750 ) ( 651,346 ) ( 525,963 )

Building and other capital improvements ( 189,667 ) ( 171,424 ) ( 177,004 )

Building, pre-development and other capital improvements ( 216,687 ) ( 189,667 ) ( 171,424 )

Tenant improvements ( 338,808 ) ( 258,312 ) ( 310,925 )

1 unchanged sentence

Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) — 6,086 ( 13,155 )

Proceeds from assignment fee — — 6,624

Capital contributions to unconsolidated joint ventures ( 258,752 ) ( 132,096 ) ( 192,650 )

2 unchanged sentences

Issuance of note receivables (including related party) ( 22,861 ) ( 3,258 ) ( 12,177 )

Proceeds from note receivables (including related party) 80,000 — —

Investments in securities, net 558 136 1,496

Net cash used in investing activities ( 644,526 ) ( 1,237,396 ) ( 1,193,681 )

BOSTON PROPERTIES LIMITED PARTNERSHIP

3 unchanged sentences

2025 2024 2023

Proceeds from notes receivable — — 10,000

Investments in securities, net 136 1,496 4,902

Net cash used in investing activities ( 1,237,396 ) ( 1,193,681 ) ( 1,602,802 )

Cash flows from financing activities:

3 unchanged sentences

Repayment / redemption of unsecured senior notes ( 850,000 ) ( 700,000 ) ( 500,000 )

Proceeds from unsecured exchangeable senior notes 1,000,000 — —

Borrowings on unsecured line of credit 865,000 — —

Repayments of unsecured line of credit ( 865,000 ) — —

Borrowings on unsecured term loan — 1,200,000 730,000

Borrowings on unsecured term loans 700,000 — 1,200,000

Repayment of unsecured term loans ( 700,000 ) ( 500,000 ) ( 730,000 )

Payments on finance lease obligations ( 13,662 ) ( 12,547 ) —

Repayment of unsecured term loan ( 500,000 ) ( 730,000 ) —

Borrowings on commercial paper program 8,656,025 5,363,333 —

1 unchanged sentence

Deferred financing costs ( 39,641 ) ( 12,235 ) ( 19,416 )

Capped call transactions premium ( 35,000 ) — —

Net activity from equity transactions ( 435 ) ( 1,731 ) 367

2 unchanged sentences

Distributions to noncontrolling interests in property partnerships ( 83,129 ) ( 77,704 ) ( 69,975 )

Acquisition of noncontrolling interests in property partnerships ( 43,604 ) — —

Net cash provided by (used in) financing activities ( 378,561 ) ( 274,476 ) 767,916

32 unchanged sentences

Interest rate swaps recorded upon consolidation $ — $ — $ ( 7,337 )

Construction in progress, net deconsolidated $ — $ — $ ( 11,316 )

Investment in unconsolidated joint ventures recorded upon deconsolidation $ — $ — $ 11,316

Sales-type lease origination $ — $ — $ 13,045

Derecognition of assets in exchange for sales-type lease obligation $ — $ — $ ( 2,987 )

Real estate contributed in exchange for investment in unconsolidated joint venture $ ( 5,595 ) $ — $ —

Investment in unconsolidated joint ventures funded by real estate contributed $ 5,595 $ — $ —

Distributions declared but not paid $ 123,753 $ 172,486 $ 171,176

11 unchanged sentences

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 restrictions 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).

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”).

1 unchanged sentence

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”) and (2) 2013 - 2024 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit.

The three -year measurement periods for the 2012 OPP Units and the 2013 - 2021 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 2022 - 2024 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2021 MYLTIP Units, which have been earned).

Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2022 - 2024 MYLTIP Units.

The Company uses LTIP Units as a form of time-based, restricted equity compensation and as a form of performance-based equity compensation for employees, and it has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”), (2) 2013 - 2025 multi-year, long-term incentive program awards (also referred to as “MYLTIP Units”) and (3) 2025 outperformance plan awards (“2025 OPP Units”) (see Note 15), each of which, upon the satisfaction of certain performance-based and time-based vesting conditions, is convertible into one OP Unit.

The measurement periods for the 2012 OPP Units and the 2013 - 2022 MYLTIP Units have ended and BXP’s total stockholder return (“TSR”) was sufficient for employees to earn and therefore become eligible to vest in a portion of the awards.

Unless and until they are earned, the rights, preferences and privileges of the 2023 - 2025 MYLTIP Units and 2025 OPP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2022 MYLTIP Units, which have been earned).

Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2023 - 2025 MYLTIP Units and 2025 OPP Units.

LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2022 MYLTIP Units), whether vested or not, receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Notes 10, 15 and 17).

At December 31, 2024, the Company owned or had joint venture interests in a portfolio of 185 commercial real estate properties (the “Properties”) aggregating approximately 53.3 million net rentable square feet of primarily office properties, including seven properties under construction/redevelopment totaling approximately 2.3 million net rentable square feet.

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

At December 31, 2025, the Properties consisted of:

• 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);

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

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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.

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.

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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 December 31, 2024 and has determined that it is the primary beneficiary for all of these entities as of December 31, 2024.

The Company has identified 11 entities that are VIEs as of December 31, 2025 and has determined that it is the primary beneficiary for eight of these entities as of December 31, 2025.

Consolidated Variable Interest Entities

As of December 31, 2024, BXP has identified nine consolidated VIEs, including BPLP.

As of December 31, 2025, BXP has identified eight consolidated VIEs, including BPLP.

Excluding BPLP, the consolidated VIEs consisted of (i) the following six in-service properties:

767 Fifth Avenue (the General Motors Building), 7 Times Square (formerly Times Square Tower), 601 Lexington Avenue, Atlantic Wharf Office Building, 100 Federal Street and 300 Binney Street, (ii) 343 Madison Avenue, which is categorized as land held for future development and (iii) 290 Binney Street, which is currently under development.

767 Fifth Avenue (the General Motors Building), 7 Times Square, 601 Lexington Avenue, 300 Binney Street, Atlantic Wharf Office Building, 100 Federal Street and (ii) 290 Binney Street, which is currently under development.

The Company consolidates these VIEs because it is the primary beneficiary.

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Variable Interest Entities Not Consolidated

As of December 31, 2024, the Company does not have any unconsolidated joint ventures that are classified as VIEs.

As of December 31, 2025, BXP has identified three unconsolidated joint venture entities that are classified as VIEs.

The CAB 290 Coles Venture LLC, CAB 290 Coles Holdco LLC, and 17 Hartwell JV LLC joint ventures are VIEs because they do not have sufficient equity at risk.

In addition, the Company does not consolidate the entities as it does not have the power to direct the activities that, when taken together, most significantly impact the VIEs’ performance and, therefore, the Company is not considered to be the primary beneficiary.

Summary of Significant Accounting Policies

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The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease

Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has been immaterial.

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If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value.

At March 31, 2024, the Company evaluated the expected hold period for a portion of its 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, the Company reduced the carrying value of a portion of the property that the Company anticipates 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 (See Note 3).

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and the Company will not have significant continuing involvement following the sale.

During the year ended December 31, 2025, in conjunction with the Company’s strategy to sell non-core assets, the Company evaluated the properties approved by BXP’s Board of Directors (or a committee thereof) for sale to third-parties, which resulted in recognized impairment losses of approximately $ 85.8 million and $ 82.9 million for BXP and BPLP, respectively (See Note 3).

During the year ended December 31, 2024, BXP and BPLP recognized an impairment loss of approximately $ 13.6 million related to Shady Grove - Parcel 1 (See Note 17).

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” (“ASC 360”) requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and the Company will not have significant continuing involvement following the sale.

Discontinued operations presentation applies only to disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity).

The components of the property’s net income that are reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan).

The Company generally considers assets to be “held for sale” when the transaction has been approved by BXP’s Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable.

The Company generally considers assets to be “held for sale” when the transaction has been approved by BXP’s Board of Directors, or a committee thereof, the property is available for immediate sale in present condition and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable.

Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets, and the asset is written down to the lower of carrying value or fair market value, less cost to sell.

During the year ended December 31, 2025, Shady Grove - Parcel 1 met the Company’s held for sale policy.

This land parcel had no liabilities and its only assets were categorized as Land Held

for Future Development, which is a component of Real Estate on the Consolidated Balance Sheets (See Note 17 ).

The Company did not have any held for sale assets for the year ended December 31, 2024.

Real estate is stated at depreciated cost.

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Costs directly related to the development of properties are capitalized.

development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development.

Capitalized development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development.

After the determination is made to capitalize a cost, it is allocated to the specific component of the project that benefited from the investment.

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The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings.

The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer or non-employee director.

The Company maintains deferred compensation plans that are designed to allow officers and former non-employee directors of BXP to defer a portion of their current compensation on a pre-tax basis and receive a tax-deferred return on the amounts deferred based on the performance of specific investments selected by the officer or non-employee director.

The Company’s obligation under the plans is that of an unsecured promise to pay the deferred compensation to the plan participants in the future.

At December 31, 2024 and 2023, the Company had maintained approximately $ 39.4

million and $ 36.1 million, respectively, in separate accounts, that are not restricted as to their use.

The Company recognized gains (losses) of approximately $ 4.4 million, $ 5.6 million and $( 6.5 ) million on its investments in the accounts associated with the Company’s deferred compensation plans during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company follows ASC 320, ”Investment–Debt and Equity Securities” (“ASC 320”) which requires that debt and equity securities be classified into one of three categories:

held to maturity, trading securities or available for sale.

At December 31, 2023, the Company had outstanding three -month United States Treasury Bills with a maturity date of January 30, 2024 that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity.

Because these securities were considered a short-term investment, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets.

At December 31, 2023, the amortized cost of these securities was approximately $ 302.7 million.

There were no such securities outstanding at December 31, 2024.

At December 31, 2025 and 2024, the Company had maintained approximately $ 44.4 million and $ 39.4 million, respectively, in separate accounts, that are not restricted as to their use.

The Company recognized gains of approximately $ 5.5 million, $ 4.4 million and $ 5.6 million on its investments in the accounts associated with the Company’s deferred compensation plans during the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s categorizes its investments in securities as Level 1 as defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

Non-Real Estate Investments

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Changes in the fair value of these non-real estate investments are included in unrealized gain (loss) on non-real estate investments on the Consolidated Statements of Operations.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets in the Consolidated Balance Sheets and was approximately $ 7.1 million and $ 4.6 million at December 31, 2024 and 2023, respectively.

The Company’s non-real estate investments are shown within Prepaid and Other Assets in the Consolidated Balance Sheets and was approximately $ 10.9 million and $ 7.1 million at December 31, 2025 and 2024, respectively.

The Company recognized a net unrealized gain (loss) of approximately $( 0.3 ) million, $ 0.5 million and $ 0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, due to the observable changes in fair value.

The non-real estate investments utilize net asset value as a practical expedient.

Tenant and Other Receivables

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Unamortized financing costs are charged to expense upon the early repayment or significant modification of the financing.

Investments in Unconsolidated Joint Ventures

Investments in Joint Ventures

The Company consolidates VIEs in which it is considered to be the primary beneficiary.

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The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions.

The Company will record an impairment charge if it determines that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary.

The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized an other-than-temporary impairment loss on its investments in three , four and one joint ventures, respectively, totaling approximately $ 341.3 million, $ 272.6 million and $ 50.7 million, respectively.

The fair value could be calculated using a pending offer from a third-party or discounted cash flows, which are estimates based, in part, on assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, third-party offers, discount rates and capitalization rates that could differ materially from actual results in future periods.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized an other-than-temporary impairment loss on its investments in one , three and four joint ventures, respectively, totaling approximately $ 145.1 million, $ 341.3 million and $ 272.6 million, respectively.

For a description of the other-than-temporary impairment loss for the year ended December 31, 2025, see Note 6.

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To the extent that the Company’s fair value basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in the Company’s share of equity in net income of the joint venture.

In accordance with the provisions of ASC 610-20 “Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC 610-20”), the Company will recognize a full gain on both the retained and sold portions

of real estate contributed or sold to a joint venture by recognizing its new equity method investment interest at fair value.

In accordance with the provisions of ASC 610-20 “Gains and Losses from the Derecognition of

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

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

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2028 781 2,419

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred (See “ Leases” below).

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The Company recognizes a full gain on sale of real estate when the derecognition criteria under ASC 610-20 have been met.

During the year ended December 31, 2025, BXP and BPLP recognized gains on sales of real estate of approximately $ 176.7 million and $ 179.3 million, respectively (See Note 3).

During the years ended December 31, 2024 and 2023, gains on sales of real estate were related to prior period sales and aggregated approximately $ 0.6 million and $ 0.5 million, respectively, for BXP and BPLP.

For leases in which the Company is the lessee (generally ground leases), in accordance with ASC 842 the Company recognizes a right-of-use asset and a lease liability.

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Basic earnings per share (“EPS”) is computed by dividing net income available, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of shares of Common Stock outstanding during the year.

Diluted EPS reflects the potential dilution that could occur from shares issuable in connection with awards under stock-based compensation plans, including upon the exercise of stock options, and securities of BPLP that are exchangeable for Common Stock.

Diluted EPS reflects the potential dilution that could occur from shares issuable in

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

Earnings Per Common Unit

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Diluted earnings per common unit reflects the potential dilution that could occur from units issuable in connection with awards under BXP’s stock-based compensation plans, including upon the exercise of stock options, and conversion of preferred units of BPLP.

Fair Value of Financial Instruments

Exchangeable Debt

On September 29, 2025, BPLP issued $ 1.0 billion aggregate principal amount of 2.00 % Exchangeable Senior Notes due 2030 (the “Notes”) in a private placement (see Note 7).

The Company accounts for the Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (after the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt - Debt and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Contracts in an Entity's Own Equity (“ASU 2020-06”)).

The exchange feature embedded within the Notes is eligible for an exception from derivative accounting because it is indexed to BXP’s stock.

BPLP is the entity through which BXP conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets.

As such, the exchange feature embedded within the Notes meets the equity classification under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, therefore, the exchange feature is not bifurcated.

At each reporting period, the Company calculates the effect of the Notes on its dilutive earnings per common share / common unit using the if-converted method (See Note 13).

Concurrently with the pricing of the Notes, the Company entered into capped call transactions (“Capped Call Transactions”) with certain financial institutions.

The Capped Call Transactions cover, subject to customary adjustments, the number of shares of BXP’s Common Stock initially underlying the Notes.

Similar to the exchange feature embedded in the Notes, the Capped Call Transactions meet all the conditions for equity classification, and therefore, the related premiums paid are recorded as a reduction to stockholders' equity for BXP and partners’ capital for BPLP.

Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes.

The table below presents for December 31, 2024 and December 31, 2023, the financial instruments that are being valued for disclosure purposes, as well as the Level at which they are categorized as defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) .

Financial Instrument Level

3-Month United States treasury bills Level 1

Unsecured commercial paper Level 1

Investment in securities (1) Level 1

Unsecured senior notes (2) Level 1

Related party note receivable Level 3

Notes receivable Level 3

Sales-type lease receivable Level 3

Mortgage notes payable Level 3

Unsecured line of credit Level 3

Unsecured term loan Level 3

_______________

(1) See “Investments in Securities” policy above, in this Note 2, for information on its fair values.

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

Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates.

Because the Company’s valuations of its financial instruments are based on the Levels as defined in ASC 820 and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates.

In addition, the Company’s estimated fair values for these instruments as of the end of the applicable reporting period are not projections of, nor necessarily indicative of, estimated or actual fair values in future reporting periods.

At December 31, 2023, the Company had outstanding three -month United States Treasury Bills with a maturity date of January 30, 2024, that were classified as held to maturity because the Company determined that it had the positive intent and ability to hold to maturity.

Because these securities are considered short-term investments, they are reflected at amortized cost within Cash and Cash Equivalents on the Consolidated Balance Sheets.

At December 31, 2023, the amortized cost of these securities were approximately $ 302.7 million.

At December 31, 2024, the Company had $ 500.0 million outstanding under its unsecured commercial paper program (See Note 7).

Due to their short-term maturity and stated interest rates at approximate current market rates, the fair value of outstanding commercial paper borrowings approximates the Company's carrying amount at December 31, 2024.

The Company’s investment in non-real estate investments is shown within Prepaid and Other Assets on the Consolidated Balance Sheets and was approximately $ 7.1 million and $ 4.6 million at December 31, 2024 and 2023, respectively.

The non-real estate investments utilize net asset value as a practical expedient.

Non-Recurring Fair Value

The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial instruments and the Company’s corresponding estimate of fair value as of December 31, 2024 and December 31, 2023 (in thousands):

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

December 31, 2025 December 31, 2024

Level Financial Instrument Carrying

Amount Estimated

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Amount Estimated

3-Month United States Treasury Bills (1) $ — $ — $ 302,746 $ 302,746

Related party note receivable, net $ 88,779 $ 89,213 $ 88,779 $ 90,593

Note receivable, net 4,947 6,187 1,714 1,677

Sales-type lease receivable, net 14,657 13,632 13,704 13,338

Level 3 Related party note receivable, net $ 28,346 $ 28,716 $ 88,779 $ 89,213

Level 3 Note receivable, net 9,373 9,858 4,947 6,187

Level 3 Sales-type lease receivable, net 15,672 13,911 14,657 13,632

Total $ 53,391 $ 52,485 $ 108,383 $ 109,032

Mortgage notes payable, net $ 4,276,609 $ 3,808,095 $ 4,166,379 $ 3,705,513

Unsecured senior notes, net 10,645,077 10,005,606 10,491,617 9,697,393

Unsecured line of credit — — — —

Unsecured term loan, net 798,813 799,580 1,198,301 1,196,945

Unsecured commercial paper 500,000 500,000 — —

Level 1 Unsecured senior notes, net (1) $ 9,806,100 $ 9,554,844 $ 10,645,077 $ 10,005,606

Level 1 Unsecured exchangeable senior notes, net (1) 976,263 958,745 — —

Level 1 Unsecured commercial paper 750,000 750,000 500,000 500,000

Subtotal $ 11,532,363 $ 11,263,589 $ 11,145,077 $ 10,505,606

Level 3 Mortgage notes payable, net $ 4,280,067 $ 4,010,151 $ 4,276,609 $ 3,808,095

Level 3 Unsecured line of credit — — — —

Level 3 Unsecured term loan, net 797,053 805,687 798,813 799,580

Subtotal $ 5,077,120 $ 4,815,838 $ 5,075,422 $ 4,607,675

Total $ 16,609,483 $ 16,079,427 $ 16,220,499 $ 15,113,281

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(1) Per the guidance in ASC 326, the Company concluded that the risk of nonpayment is nonexistent because the U.S.

Government has a long history with no credit losses and therefore, no credit loss allowance was recorded.

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

During the year ended December 31, 2025, the Company evaluated the consolidated properties that had been approved by BXP’s Board of Directors, or a committee thereof, for sale to third-parties.

Based on shorter-than-expected hold periods, the Company reduced the carrying values of the properties that exceeded their fair value and recognized non-cash impairment losses (See Note 3).

As a result, during the year ended December 31, 2025, BXP and BPLP recognized aggregate impairment losses of approximately $ 85.8 million and $ 82.9 million, respectively.

The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820, including pending offers from third-parties, as pending offers are classified as Level 3 inputs and there were no other unobservable inputs utilized in the consolidated impairment analysis.

During the year ended December 31, 2024, BXP and BPLP recognized impairment losses of approximately $ 13.6 million.

There were no impairment losses that occurred during the year ended December 31, 2023.

Recurring Fair Value

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The Company recognized a loss from interest rate contracts of approximately $ 79,000 for the year ended December 31, 2023 due to the observable changes in fair value of these derivatives.

The Company did not recognize any losses during the year ended December 31, 2024.

The Company did not recognize any losses during the years ended December 31, 2025 nor December 31, 2024.

Stock-Based Employee Compensation Plans

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_____________

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

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

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

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

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

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These taxes are recorded as operating expenses in the accompanying consolidated financial statements.

Adopted New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”).

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this accounting standard on January 1, 2024 .

While the adoption has no impact on the Company’s Consolidated Financial Statements, it has resulted in incremental disclosures within the Notes to the Company’s Consolidated Financial Statements (See Note 12).

In August 2023, the FASB issued ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60)” (“ASU 2023-05”).

ASU 2023-05 is intended to (1) address accounting for contributions made to a joint venture upon formation and (2) reduce diversity in practice.

This ASU will apply to joint ventures that meet the definition of a corporate joint venture under GAAP, thus limiting its scope to joint ventures not controlled and therefore not consolidated by any joint venture investor.

This accounting standard is effective for joint ventures with a formation date on or after January 1, 2025.

The Company adopted this ASU on January 1, 2025 .

Newly Issued Accounting Pronouncements

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

December 31, 2024 December 31, 2023

December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Land $ 5,243,760 $ 5,318,724 $ 5,151,246 $ 5,224,015

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_______________

(1) See Note 4.

(1) Includes pre-development costs.

Real estate consisted of the following at December 31, 2024 and December 31, 2023 (in thousands):

December 31, 2024 December 31, 2023

Land $ 5,224,015 $ 5,156,515

Right of use assets - finance leases (1) 372,922 401,680

Right of use assets - operating leases (1) 334,767 324,298

Land held for future development (2) 714,050 697,061

Buildings and improvements 16,878,146 16,336,200

Tenant improvements 3,866,371 3,592,172

Furniture, fixtures and equipment 57,136 53,716

Construction in progress 764,640 547,280

Total 28,212,047 27,108,922

Accumulated depreciation ( 7,397,882 ) ( 6,758,361 )

$ 20,814,165 $ 20,350,561

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

On March 31, 2025, the Company commenced the redevelopment of 1050 Winter Street, an approximately 162,000 net rentable square foot office property located in Waltham, Massachusetts.

On July 1, 2025, the property was completed and fully placed in-service.

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

On July 31, 2025, the Company elected to commence vertical construction of 343 Madison Avenue (See Note 10).

343 Madison Avenue is an approximately 46 -story, 930,000 rentable square feet office development located in New York City, New York with direct access to Grand Central Station.

On December 15, 2025, the Company completed the acquisition of 2100 M Street, located in Washington, D.C., for a purchase price, including transaction costs, of approximately $ 55.9 million.

The acquisition was completed with available cash and the purchase price was allocated entirely to land.

2100 M Street is a vacant office building situated on approximately 1.0 acre of land.

The Company intends to redevelop 2100 M Street into an approximately 320,000 rentable square feet office building, including approximately 10,000 rentable square feet of retail space.

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

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

Gross Sales Price Net Cash Proceeds Gain on Sale (1)

Property Location Date Disposed Square Feet BXP BPLP

17 Hartwell Avenue (2)

Lexington, MA June 27, 2025 30,000 $ 21,840 $ 21,840 $ 18,390 $ 18,489

Land Parcels at New Dominion Technology Park Fairfax County, VA October 15, 2025 N/A 250 248 248 248

Almaden Boulevard San Jose, CA October 17, 2025 N/A 13,500 12,659 124 124

Land Parcels at Broad Run Loudoun County, VA December 1, 2025 N/A 37,500 36,613 35,418 35,418

3625 Peterson Way San Jose, CA December 11, 2025 N/A 90,000 78,908 10,662 10,662

30,000 163,090 150,268 64,842 64,941

(1) See Note 4.

(2) Includes pre-development costs.

On January 8, 2024, the Company completed the acquisition of its 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 the Company 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 Note 7).

The acquisition resulted in the Company 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 the Company’s 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.

The total net assets acquired is equal to (1) the total net equity acquired of $ 20.0 million, which includes $ 10.0 million in cash that the Company paid for the joint venture partner's 50 % economic ownership interest in the joint venture plus (2) $ 207.1 million of debt assumed, less (3) net working capital acquired of approximately $ 7.1 million.

The following table summarizes the allocation of the fair value of the net assets the Company received at the date of acquisition for 901 New York Avenue (in thousands):

Land and site improvements $ 65,808

Building and improvements 56,882

Tenant improvements 16,088

In-place lease intangibles 72,621

Above-market lease intangibles 2,757

Below-market lease intangibles ( 2,515 )

Mortgage note payable adjustment 8,374

Net assets acquired $ 220,015

The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles, and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date for each of the five succeeding fiscal years (in thousands):

Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles

Proto Kendall Square Cambridge, MA December 18, 2025 166,700 171,500 169,413 53,276 53,276

Signature at Reston Town Center Reston, VA December 19, 2025 517,800 236,000 234,327 49,584 49,584

684,500 407,500 403,740 102,860 102,860

140 Kendrick Street Needham, MA December 17, 2025 409,200 132,000 128,506 7,306 9,796

409,200 132,000 128,506 7,306 9,796

Total Dispositions 1,123,700 $ 702,590 $ 682,514 $ 175,008 $ 177,597

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(1) Excludes approximately $ 1.7 million of gains for each of BXP and BPLP, which are primarily related to sales that occurred in prior periods.

With the exception of Almaden Boulevard, the fair value of the real estate disposed exceeded the carrying value (see “ Impairments ” below).

(2) The Company entered into a joint venture with a third-party to redevelop, own and operate this property.

The Company sold the land to the joint venture for approximately $ 21.8 million in cash.

Upon formation of the joint venture, the Company ceased accounting for the property on a consolidated basis and began accounting for the joint venture on an unconsolidated basis using the equity method of accounting, as it does not have a controlling financial or operating interest in the joint venture (See Note 6).

The building has been demolished.

During the year ended December 31, 2025, in conjunction with the Company’s strategy to sell non-core assets, the Company evaluated the properties that had been approved by BXP’s Board of Directors, or a committee thereof, for sale to third-parties (See Note 2).

As a result, BXP and BPLP recognized impairment losses of approximately $ 85.8 million and $ 82.9 million, respectively, during the year ended December 31, 2025.

The impairment losses consisted of the following (in thousands):

Property Location Property Type BXP BPLP

Almaden Boulevard San Jose, CA Land $ 25,515 $ 25,515

1330 Connecticut Avenue Washington, DC Office 20,358 17,461

North First Business Park (1) San Jose, CA Office 14,971 14,955

Shady Grove – Parcel 3 Rockville, MD Land 13,913 13,913

Springfield Metro Center Springfield, VA Land 11,046 11,046

$ 85,803 $ 82,890

______________

The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles and the acquired above- and below-market lease intangibles for 901 New York Avenue as of the acquisition date (in years):

Acquired In-Place Lease Intangibles Acquired Above-Market Lease Intangibles Acquired Below-Market Lease Intangibles

Weighted-average useful life 6.7 4.0 9.8

901 New York Avenue contributed approximately $ 33.2 million of revenue and $ 9.4 million of net loss to the Company for the period from January 8, 2024 through December 31, 2024.

901 New York Avenue is an office property consisting of approximately 508,000 net rentable square feet.

On December 27, 2024, the Company completed the acquisition of 725 12th Street, an approximately 300,000 net rentable square foot, 12 -story office property 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, the Company commenced redevelopment of the property and therefore did not contribute any income to the Company for the period from December 27, 2024 to December 31, 2024.

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

The following table summarizes the allocation of the purchase price, including transactions costs, of 725 12th Street (in thousands):

Land and site improvements $ 26,997

Building and improvements 8,369

Net assets acquired $ 35,366

On February 12, 2024, the Company commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to its 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 the Company will complete development of the project on the terms and schedule currently contemplated or at all.

On April 5, 2024, the Company 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, the Company 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, the Company 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, the Company 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, the Company 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.

Pending Disposition and Impairment

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

The Company’s estimated fair value was based on Level 3 inputs as defined in ASC 820 and the terms of a pending offer from a third-party.

On May 7, 2024, the Company 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, the Company 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.

The Company estimates the collectability of its accrued rent and accounts receivable balances related to lease revenue.

When evaluating the collectability of these accrued rent and accounts receivable balances, management considers tenant creditworthiness, current economic trends and changes in tenants’ payment patterns, on a lease-by-lease basis.

If the Company determines that the accrued rent and/or accounts receivable balances are no longer probable of collection then the balances are written-off and the lease is recognized on a cash basis.

If applicable, information related to write-offs of accrued rent, net balances and accounts receivable, net

balances and reinstatements of accrued rent balances for the Company’s unconsolidated joint ventures can be

found in Note 6.

(1) See Note 17.

During the year ended December 31, 2024, BXP and BPLP recognized impairment losses of approximately $ 13.6 million.

There were no impairment losses that occurred during the year ended December 31, 2023.

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

6 unchanged sentences

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(1) One of the operating leases relates to an asset that was in predevelopment for the year ended December 31, 2024 and a portion of the year ended December 31, 2023.

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

As such, the operating lease costs were capitalized.

For the year 2022, there were no operating leases related to assets under development.

(2) The finance leases relate to either land, buildings or assets that are/were in development.

3 unchanged sentences

For assets under development, depreciation may commence once the asset is placed in-service and depreciation would be recognized in accordance with the Company’s policy.

(3) One of the finance leases relates to an asset under development for all or a portion of the years ended December 31, 2023 and December 31, 2022.

(3) One of the finance leases relates to an asset under development for a portion of the year ended December 31, 2023.

As such, a portion of the interest amount was capitalized.

For the year ended December 31, 2024, there were no finance leases related to assets under development.

There were no finance leases related to assets under development for the years ended December 31, 2024 and 2025.

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

27 unchanged sentences

_______________

(1) Operating lease payments in 2028 includes an approximately $ 25.1 million final rental payment related to a ground lease the Company is reasonably certain it will commence construction on in 2028.

(1) Operating lease payments in 2028 include an approximately $ 25.1 million final rental payment related to a ground lease the Company is reasonably certain it will commence construction on in 2028.

Finance lease payments in 2028 include approximately $ 105.3 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground leases.

12 unchanged sentences

_______________

(1) Finance lease payments in 2024 and 2028 include approximately $ 38.7 million and $ 105.3 million, respectively, related to purchase options that the Company was reasonably certain it would exercise upon execution of the ground leases.

There can be no assurance that the Company will ultimately exercise the purchase options on the schedule currently contemplated.

On March 28, 2024, the Company 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 the Company commences 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 the Company commences 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.

The Company has assumed that it 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.

The Company classifies this lease as an operating lease.

As a result, the Company recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 23.9 million and $ 23.2 million, respectively, on its 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 the Company will commence construction on the ground lease site on the terms and schedule currently contemplated or at all.

The Company has a ground lease for the land underlying its 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 the Company 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, the Company classified it as a finance lease and the Company assumed the lessor would exercise its right to require the Company 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 the Company 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 the Company now estimates 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 the Company will ultimately exercise its ground lease purchase option on the schedule currently contemplated or at all.

Finance lease payments in 2028 include approximately $ 105.3 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground leases.

There can be no assurance that the Company will ultimately commence construction on the ground lease site or exercise its ground lease purchase option on the schedule currently contemplated or at all.

Operating Leases

17 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company had one non-cancelable ground lease obligation , as lessor, that is classified as a sales-type lease with an expiration date in 2119.

The Company recognized approximately $ 1.0 million and $ 0.9 million of interest income that is recorded in lease revenue on its Consolidated Statement of Operations for the year ended December 31, 2024 and 2023, respectively .

The Company did not recognize any interest income during the year ended December 31, 2022.

The Company recognized approximately $ 1.0 million, $ 1.0 million and $ 0.9 million of interest income that is recorded in lease revenue on its Consolidated Statement of Operations for the year ended December 31, 2025, 2024 and 2023, respectively .

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

33 unchanged sentences

Square 407 Limited Partnership Market Square North 50.00 % (2) $ — $ ( 11,924 )

901 New York, LLC 901 New York Avenue 25.00 % (2) — ( 11,764 )

WP Project Developer LLC Wisconsin Place Land and Infrastructure 33.33 % (3) 29,085 29,775

1 unchanged sentence

501 K Street LLC 1001 6th Street 50.00 % 45,724 45,903

Podium Developer LLC The Hub on Causeway - Podium 50.00 % 42,310 45,201

Podium Venture LLC The Hub on Causeway - Podium 50.00 % (4) 54,742 42,310

Residential Tower Developer LLC Hub50House 50.00 % 33,942 42,493

Hotel Tower Developer LLC The Hub on Causeway - Hotel Air Rights 50.00 % 12,021 14,271

Office Tower Developer LLC 100 Causeway Street 50.00 % 55,810 57,660

Office Venture LLC 100 Causeway Street 50.00 % (4) 48,924 55,810

1265 Main Office JV LLC 1265 Main Street 50.00 % 3,091 3,476

12 unchanged sentences

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 21,995 18,225

CAB 290 Coles Venture LLC 290 Coles Street - Common Equity 19.46 % (11) 19,928 N/A

CAB 290 Coles Holdco LLC 290 Coles Street - Preferred Equity — % (11)(12) 30,362 N/A

17 Hartwell Avenue JV LLC 17 Hartwell Avenue 20.00 % (11) 10,567 N/A

$ 983,710 $ 1,060,074

1 unchanged sentence

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

(2) At December 31, 2023, the Company’s economic ownership was approximately 50 %.

On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50 % economic ownership interest for a gross purchase price of

$ 10.0 million, as described in Note 3 and this Note 6.

Since then, the Company accounts for its assets, liabilities and operations on a consolidated basis.

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

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

(4) This property includes net equity balances from the amenity joint venture.

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

(5) This investment includes net equity balances from the amenity joint venture.

The amenity joint venture had a deficit balance of approximately $ 0.4 million at December 31, 2025.

(6) During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment.

On January 2, 2026, the Company completed the sale of its ownership interest in the joint venture (See Note 17).

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

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

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

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

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

(12) The Company agreed to fund up to $ 65.0 million of the required capital through its preferred equity investment.

The Company’s preferred equity investment will earn and accrue a 13.0 % internal rate of return (“IRR”) and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030.

Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture.

Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments.

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:

14 unchanged sentences

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

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

In prior periods, the Company had impaired its equity method investment to the estimated fair value for these joint ventures and therefore this is recognized as a basis difference.

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

1 unchanged sentence

(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, 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, 2024, the Company recognized an other-than-temporary impairment loss on its investment in Colorado Center, Gateway Commons and Safeco Plaza of approximately $ 168.4 million, $ 126.1 million, and $ 46.8 million, respectively.

During the year ended December 31, 2023, the Company recognized an other-than-temporary loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million, respectively.

Basis differentials result from impairments of investments, impairments at the property level, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture.

During the year ended December 31, 2025, the joint ventures that own Gateway Commons and Safeco Plaza recognized property level impairments of approximately $ 425.8 million and $ 319.5 million, respectively.

During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment in Gateway Commons of approximately $ 145.1 million.

During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $ 168.4 million, $ 126.1 million, and $ 46.8 million, respectively.

In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level.

9 unchanged sentences

Platform 16 ( 142,677 ) ( 142,698 )

These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.

An additional $ 36.3 million and $ 37.5 million of other basis differentials are not included above at December 31, 2024 and December 31, 2023, respectively.

Other basis differentials 28,966 36,336

Total basis differentials $ ( 101,096 ) $ ( 284,469 )

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

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

9 unchanged sentences

Other income (expense)

Loss from early extinguishment of debt — ( 3 ) ( 1,327 )

Losses from early extinguishment of debt ( 171 ) — ( 3 )

Interest expense ( 172,915 ) ( 176,994 ) ( 227,537 )

1 unchanged sentence

Gain on sales-type lease — — 2,737

Gains on sales of real estate (2) 72,818 — —

Impairment losses on real estate (3) ( 745,224 ) — —

Net loss $ ( 748,474 ) $ ( 29,583 ) $ ( 56,272 )

2 unchanged sentences

Gain on sale / consolidation (5) 24,261 21,696 28,412

Impairment losses on investments (4) ( 341,338 ) ( 272,603 ) ( 50,705 )

Impairment loss on investment (6) ( 145,133 ) ( 341,338 ) ( 272,603 )

Basis differential (3) (7) 330,122 ( 12,623 ) ( 11,509 )

2 unchanged sentences

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

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

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

In prior periods, the Company had impaired

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

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

(5) During the year ended December 31, 2025, the Company completed the sale of its investment in Market Square North.

During the year ended December 31, 2024, the Company acquired its joint venture partner’s 50 % economic interest in 901 New York Avenue.

During the year ended December 31, 2023, the Company acquired its joint venture partner’s 45 % ownership interest in Santa Monica Business Park.

(6) During the year ended December 31, 2025, the Company recognized an other-than-temporary impairment loss on its investment in Gateway Commons of approximately $ 145.1 million.

Du ring the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza

of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million, respectively.

During the year ended December 31, 2022, the Company recognized an other-than-temporary impairment loss on its investment in the unconsolidated joint venture that owns Dock 72 in Brooklyn, New York totaling approximately $ 50.7 million.

Du ring the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $ 155.2 million, $ 54.0 million, $ 33.4 million and $ 29.9 million, respectively.

(7) Includes depreciation and amortization of approximately $( 11.8 ) million, $ 15.4 million and $ 16.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

Includes straight-line rent adjustments of approximately $ 1.3 million, $ 1.5 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Also includes net above-/below-market rent adjustments of approximately $ 0.8 million, $ 0.8 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On January 2, 2024, a joint venture in which the Company has 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 (See Note 17).

On January 8, 2024, the Company acquired its 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).

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

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

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

On February 6, 2024, a joint venture in which the Company has 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.

The Company is 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 the Company’s 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 the Company has 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 an office property with approximately 736,000 net rentable square feet located in Bethesda, Maryland.

On July 18, 2024, a joint venture in which the Company has 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 office property located in Boston, Massachusetts.

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

On 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 will bear 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 the Company has 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 a 39 -story tower.

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

During the year ended December 31, 2024, the Company conducted and reviewed, along with its joint venture partners, the 2025 business plans for each of its ventures.

During this year end review, the Company evaluated key indicators related to certain investments in unconsolidated joint ventures, including changes in cash flows, declining market conditions and leasing activities, continued actual and projected operating deficits and receipts and considerations of third-party joint venture property appraisals.

Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the year ended December 31, 2024.

The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment.

The table below states the amount of each impairment as well as the inputs used in the calculation (dollars in thousands).

Property Impairment Amount Exit Capitalization Rate Discount Rate

Colorado Center $ 168,391 7.5 % 10.0 %

Gateway Commons 126,163 7.0 % 9.0 %

Safeco Plaza 46,784 7.0 % 8.0 %

Total $ 341,338

Colorado Center consists of six office buildings aggregating approximately 1.1 million net rentable square feet located in Santa Monica, California.

Gateway Commons is an office park consisting of five buildings aggregating approximately 785,500 net rentable square feet located in South San Francisco, California.

Safeco Plaza is an office tower with approximately 763,000 net rentable square feet located in Seattle, Washington.

On February 27, 2025, a joint venture in which the Company has a 50 % ownership interest entered into a $ 252.0 million mortgage loan secured by 7750 Wisconsin Avenue in Bethesda, Maryland.

The loan is scheduled to mature on March 1, 2035, bears interest at a fixed rate of 5.49 % per annum, and requires monthly principal and interest payments.

The proceeds from the loan were used to repay the existing $ 252.0 million construction loan collateralized by the property.

The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $ 0.1 million related to unamortized finance costs during the year ended December 31, 2025.

7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet.

On March 5, 2025, the Company acquired a 19.46 % ownership interest in a joint venture that is developing 290 Coles Street located in Jersey City, New Jersey for a gross purchase price of approximately $ 20.0 million.

Additionally, the Company agreed to fund up to $ 65.0 million of the required capital through a preferred equity investment.

The Company’s preferred equity investment will earn a 13.0 % IRR and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030.

As of December 31, 2025, the Company had funded approximately $ 29.9 million of the required capital through the preferred equity investment.

On March 5, 2025, the joint venture entered into a $ 225.0 million construction loan, which will fund construction costs after the funding of all common and preferred equity investments required by the construction loan agreement.

The loan bears interest at a variable rate equal to Term SOFR plus 2.50 % per annum and is scheduled to mature on March 5, 2029 with an additional one -year extension option, subject to certain conditions.

When completed, 290 Coles Street is expected to be a 670 -unit residential property with retail space aggregating approximately 560,000 net rentable square feet.

On June 27, 2025, the Company entered into a joint venture to redevelop, own, and operate 17 Hartwell Avenue in Lexington, Massachusetts.

The third-party partner contributed approximately $ 23.0 million of cash, which was used by the joint venture to purchase the land at 17 Hartwell Avenue from the Company for approximately $ 21.8 million in cash.

The Company contributed development costs of approximately $ 5.6 million for its 20 % ownership interest in the joint venture.

Additionally, on June 27, 2025, the joint venture entered into a $ 98.7 million construction loan.

The loan bears interest at a fixed rate of 6.75 % per annum and is scheduled to mature on July 10, 2030.

When completed, 17 Hartwell Avenue is expected to be a 312 -unit residential property with garage and retail space (See Note 3).

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

On August 20, 2025, two joint ventures in which the Company has a 50 % ownership interest, each extended the maturity dates of their respective construction loans, which were secured by the 100 Causeway Street and Hub on Causeway - Podium properties, to October 20, 2025 and October 23, 2025 , respectively.

Subsequently, on September 30, 2025, they entered into a new $ 465.0 million mortgage loan secured by the two properties.

The new loan is scheduled to mature on April 9, 2031, bears interest at a weighted average fixed rate of 5.733 % per annum, and requires monthly interest-only payments.

The proceeds from the new loan and available cash were used to

repay the existing $ 490.0 million construction loans secured by the properties.

100 Causeway Street and Hub on Causeway - Podium are office properties with approximately 634,000 and 383,000 net rentable square feet, respectively, located in Boston, Massachusetts.

On September 17, 2025, a joint venture in which the Company has a 50 % ownership interest, completed the sale of Beach Cities Media Campus, a land parcel located in El Segundo, California, for a gross sale price of approximately $ 56.0 million.

Net cash proceeds totaled approximately $ 53.1 million, of which BXP received approximately $ 26.6 million.

The joint venture recognized a gain on sale of real estate totaling approximately $ 5.1 million.

As a result of the historical basis difference, the Company recognized a gain on sale of real estate totaling approximately $ 2.6 million, which consists of its share of the gain on sale reported by the joint venture as well as an adjustment for a basis differential.

On October 8, 2025, a joint venture in which the Company has a 50 % ownership interest repaid the construction loan collateralized by its Dock 72 property.

At the time of the repayment, the loan had an outstanding principal balance of approximately $ 198.4 million, bore interest at a variable rate equal to SOFR plus 2.50 % per annum and was scheduled to mature on December 18, 2025 .

The repayment was completed with available cash and proceeds from capital contributions.

The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $ 0.1 million related to unamortized finance costs.

Dock 72 is an office building with approximately 669,000 net rentable square feet located in Brooklyn, New York.

On October 17, 2025, a joint venture in which the Company has a 25 % ownership interest refinanced the mortgage loan secured by its 3 Hudson Boulevard property located in New York City, New York.

The new loan consists of a (1) senior loan provided by a third-party lender with a principal amount of $ 108.0 million that bears interest at a variable rate equal to Term SOFR plus 5.25 % per annum and (2) mezzanine loan provided by the Company with a maximum commitment of $ 50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25 % per annum.

As of December 31, 2025, the Company had funded approximately $ 18.4 million of the mezzanine loan.

The senior loan and mezzanine loan are interest-only, mature on November 9, 2027 and have a one -year extension option, subject to certain conditions.

The previous mortgage loan (1) had an outstanding principal balance of $ 80.0 million and approximately $ 51.4 million of unpaid accrued interest (including default interest), (2) matured on August 7, 2024 and was in maturity default and (3) bore interest at a variable rate equal to Term SOFR plus 3.61 % per annum plus a default rate equal to an additional 4.0 % per annum.

The previous loan and existing mezzanine loan and interests accrued under these loans are reflected as a Related Party Note Receivable, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets (See Note 16).

On November 10, 2025, a joint venture in which the Company has a 50 % ownership interest completed the sale of its ownership in Market Square North.

The sale resulted in the Company (i) assigning all of its interest in the joint venture to its existing partner, and (ii) exiting the joint venture.

In addition, the Company was released from its obligations to guaranty the $ 125.0 million loan secured by the property and the partner has been assigned and assumed all of the obligations and rights of the existing guaranty.

As a result of the sale, the Company recognized a gain on investment of approximately $ 24.3 million related to its deficit investment balance, which was primarily due to excess distributions.

On December 30, 2025, a joint venture in which the Company has a 49 % ownership interest completed the sale of 751 Gateway Boulevard for a gross sale price of approximately $ 300.0 million.

Net cash proceeds totaled approximately $ 292.8 million, of which the Company received approximately $ 143.5 million.

The joint venture recognized a gain on sale of real estate totaling approximately $ 67.7 million.

As a result of the historical basis difference, the Company recognized a gain on sale of real estate totaling approximately $ 27.0 million, which consists of its share of the gain on sale reported by the joint venture as well as an adjustment for a basis differential.

751 Gateway Boulevard is an approximately 231,000 net rentable square foot laboratory/life sciences property in South San Francisco, California.

The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment losses when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

During the year ended December 31, 2025, the Company evaluated key indicators related to certain investments in unconsolidated joint ventures, including strategic initiatives outlined in the Company’s September 8, 2025 Investor Day which include the sale of non-strategic assets, changes in cash flows, declining market conditions and leasing

activities, continued actual and projected operating deficits and receipts, pending third -party offers and considerations of third-party joint venture property appraisals.

This evaluation resulted in the Company determining that the decline in value for the joint venture that owns Gateway Commons was other-than-temporary and therefore, the Company recorded an impairment loss of approximately $ 145.1 million during the year ended December 31, 2025.

The Company determined the fair value of the investment was categorized within Level 3 of the fair value hierarchy as it utilized significant unobservable inputs including a pending offer from a third-party, as pending offers are classified as Level 3 inputs and there were no other unobservable inputs utilized (See Note 17).

Mortgage Notes Payable

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Deferred financing costs, net 17,996

Fair value debt adjustment 1,145

Total carrying value of mortgage notes payable, net $ 4,280,067

On January 8, 2024, the Company acquired its 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).

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, the Company 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, the Company 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, the Company modified the mortgage loan collateralized by its 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).

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 Senior Notes

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Coupon/Stated Rate Effective Rate(1) Principal Amount Maturity Date(2)

7 Year Unsecured Senior Notes (3) 3.200 % 3.350 % $ 850,000 January 15, 2025

10 Year Unsecured Senior Notes (3) 3.650 % 3.766 % $ 1,000,000 February 1, 2026

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(3) See Note 17.

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.

On January 15, 2025, BPLP repaid $ 850.0 million in aggregate principal amount of its 3.200 % senior notes due January 15, 2025.

The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of 5.750 % unsecured senior notes due 2035.

The repayment price was approximately $ 863.6 million, which was equal to the stated principal plus approximately $ 13.6 million of accrued and unpaid interest to, but not including, the repayment date.

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

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.

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

At December 31, 2025, BPLP was in compliance with each of these financial restrictions and requirements .

Unsecured Credit Facility

BPLP’s unsecured revolving credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 2.0 billion, as described below in this Note 7, through BPLP’s revolving facility, subject to customary conditions.

The 2021 Credit Facility matures on June 15, 2026 and includes a sustainability-linked pricing component.

Under the 2021 Credit Facility, BPLP had the option to increase the original total commitment of $ 1.5 billion by up to an additional $ 500.0 million by increasing the amount of the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase and other conditions (the “Accordion Option”).

September 28, 2023, BPLP exercised a portion of the Accordion Option which increased the then maximum borrowing amount under the 2021 Credit Facility from $ 1.5 billion to $ 1.815 billion.

On April 29, 2024, BPLP exercised the remainder of the Accordion Option and further increased the maximum borrowing amount under the 2021 Credit Facility to $ 2.0 billion.

All other terms of the 2021 Credit Facility remain unchanged.

At BPLP’s option, loans under the 2021 Credit Facility will bear interest at a rate per annum equal to (1) (a) in the case of loans denominated in Dollars, Term SOFR and SOFR, (b) in the case of loans denominated in Euro, EURIBOR, (c) in the case of loans denominated in Canadian Dollars, Term CORRA, and (d) in the case of loans denominated in Sterling, SONIA, in each case, plus a margin ranging from 70.0 to 140.0 basis points based on BPLP’s credit rating or (2) an alternate base rate equal to the greatest of (a) the Federal Funds rate plus 0.5%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 40 basis points based on BPLP’s credit rating.

In addition, there is a SOFR credit spread adjustment of 0.10 %.

The 2021 Credit Facility also features a sustainability-linked pricing component such that if BPLP meets certain sustainability performance targets, the applicable per annum interest rate will be reduced by one basis point.

In addition, the 2021 Credit Facility contains a competitive bid option for up to 65 % of the Revolving Facility that allows banks that are part of the lender consortium to bid to make loan advances to BPLP at a reduced interest rate.

Unsecured Exchangeable Senior Notes

On September 29, 2025, BPLP completed the issuance and sale of $ 1.0 billion aggregate principal amount of its 2.00 % Exchangeable Senior Notes due 2030 in a private placement.

The Notes bear interest at a rate of 2.00 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026.

The Notes will mature on October 1, 2030 , unless earlier repurchased, exchanged or redeemed.

Net proceeds after the initial offering costs were approximately $ 975.1 million.

Interest expense related to these Notes was approximately $ 5.1 million for the period September 29, 2025 through December 31, 2025, and includes debt issuance cost amortization of approximately $ 1.3 million.

Including the debt issuance cost amortization, the GAAP interest rate on these Notes is approximately 2.498 %.

The unamortized debt issuance costs related to these Notes were approximately $ 23.7 million at December 31, 2025.

Before July 1, 2030, noteholders will have the right to exchange their Notes only upon the occurrence of certain events.

From and after July 1, 2030 , noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes.

Exchanges will be settled in cash up to the aggregate principal amount of the Notes to be exchanged and, if

applicable, cash, shares of BXP’s common stock or a combination thereof, at BPLP’s election, in respect of the remainder (if any) of BPLP’s exchange obligations in excess of the aggregate principal amount of the Notes being exchanged.

The initial exchange rate is 10.8180 shares of BXP’s common stock per $ 1,000 principal amount of Notes, which represents an initial exchange price of approximately $ 92.44 per share of BXP’s common stock.

The initial exchange price represents a premium of approximately 22.5 % over the last reported sale price of $ 75.46 per share of BXP’s common stock on September 24, 2025.

The exchange rate and exchange price of the Notes will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at BPLP’s option at any time, and from time to time, on or after October 6, 2028 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of BXP’s common stock exceeds 130 % of the exchange price of the Notes for a specified period of time and certain liquidity conditions are satisfied.

BPLP may also redeem the Notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if BXP’s Board of Directors (or a committee thereof) determines such redemption is necessary to preserve BXP’s status as a real estate investment trust.

In either case, the redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In conjunction with the issuance of the Notes, the Company entered into Capped Call Transactions with certain financial institutions.

The Capped Call Transactions cover, subject to customary adjustments, the number of shares of BXP’s common stock initially underlying the Notes.

The Capped Call Transactions are expected generally to reduce the potential dilution to BXP’s common stock upon any exchange of Notes and/or offset any cash payments BPLP is required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions is initially $ 105.64 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions will expire upon the maturity of the Notes, if not earlier exercised or terminated.

A portion of the proceeds from the Notes were used to pay the premiums of the Capped Call Transactions of approximately $ 35.0 million, which was recorded as a reduction to stockholders' equity for BXP and partners’ capital for BPLP (See Note 2).

Unsecured Credit Facility and Unsecured Term Loans

On March 28, 2025, BPLP amended and restated its revolving credit agreement (as amended and restated, the “2025 Credit Facility”).

The 2025 Credit Facility provides for aggregate borrowings of up to $ 2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions.

Among other things, the amendment and restatement (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $ 2.0 billion to $ 2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030 , and (3) added a $ 700.0 million unsecured term loan facility (the “Term Loan Facility”) with an initial maturity date of March 30, 2029 , with two , six -month extension options, each subject to customary conditions.

In addition, BPLP may increase the total commitment under the 2025 Credit Facility to a maximum commitment amount of up to $ 3.5 billion through increase(s) in the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase(s) and other customary conditions.

In connection with the amendment and restatement, the Company recognized a loss from early extinguishment of debt of approximately $ 0.3 million related to unamortized origination costs during the year ended December 31, 2025 .

At BPLP’s option, loans under the 2025 Credit Facility that are advanced in U.S.

dollars will bear interest at a rate per annum equal to Term SOFR, Daily Simple SOFR or a Base Rate (each as defined in the Tenth Amended and Restated Credit Agreement, which governs the 2025 Credit Facility (the “Credit Agreement”)), in each case, plus a margin based on BPLP’s credit rating ranging from (i) for Term SOFR and Daily Simple SOFR loans, (a) under the Revolving Facility, 70.0 to 140.0 basis points, or (b) under the Term Loan Facility, 75.0 to 160.0 basis points (plus a SOFR conversion adjustment of 10 basis points), and (ii) for Base Rate loans, (a) under the Revolving Facility, 0 to 40.0 basis points, or (b) under the Term Loan Facility, 0 to 60.0 basis points.

At BPLP’s option, loans under the Revolving Facility can also be denominated in Euros, Sterling or Canadian Dollars and such loans will bear interest at a rate per annum equal to (1) in the case of loans denominated in Euro, EURIBOR, (2) in the case of loans denominated in Canadian Dollars, Term CORRA (as adjusted), and (3) in the case of loans denominated in Sterling, SONIA (as adjusted), plus, in each case, a margin based on BPLP’s credit rating as described above for loans under the Revolving Facility.

On April 22, 2025, BPLP amended the 2025 Credit Facility to remove the SOFR conversion adjustment of 10 basis points (as described in clause (i)(b) above), which is no longer applicable to the Term Loan Facility.

Other than the foregoing, the material terms of the 2025 Credit Facility remained unchanged.

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

Based on BPLP’s December 31, 2024 credit rating, (1) the applicable Daily SOFR, Term SOFR, alternative currency daily rate, and alternative currency term rate margins are 0.850 %, (2) the alternate base rate margin is zero basis points and (3) the facility fee is 0.20 % per annum.

At December 31, 2024 and December 31, 2023, BPLP had no amount outstanding under the 2021 Credit Facility.

The 2021 Credit Facility is used as a backstop for BPLP’s $ 500.0 million unsecured commercial paper program (See “ Unsecured Commercial Paper” below).

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

The 2025 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay all outstanding amounts and the cancellation of all commitments outstanding under the Credit Agreement.

Among other covenants, the 2025 Credit Facility requires that BPLP maintain:

(1) a leverage ratio not to exceed 60 %, however, the leverage ratio may increase to no greater than 65 % provided that it is reduced back to 60 % within one year, (2) a secured debt leverage ratio not to exceed 55 %, (3) a fixed charge coverage ratio of at least 1.40 , (4) an unsecured debt leverage ratio not to exceed 60 %, however, the unsecured debt leverage ratio may increase to no greater than 65 % provided that it is reduced to 60 % within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments.

At December 31, 2025, BPLP was in compliance with each of these financial restrictions and requirements.

At closing on March 28, 2025, BPLP drew the full $ 700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the remaining $ 700.0 million of borrowings outstanding under its $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”).

The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025.

There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan.

At December 31, 2025, BPLP did not have any outstanding balance under the Revolving Facility and had $ 700.0 million outstanding under the Term Loan Facility.

The 2025 Credit Facility is used as a backstop for BPLP’s $ 750.0 million unsecured commercial paper program (the “Commercial Paper Program”) (See “ Unsecured Commercial Paper” below).

As such, BPLP intends to maintain, at a minimum, availability under the 2025 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

Unsecured Term Loans

On January 4, 2023, BPLP entered into a credit agreement that provided for a $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”).

Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan.

On April 29, 2024, BPLP repaid $ 500.0 million of the outstanding balance under the 2023 Unsecured Term Loan from the proceeds of its unsecured commercial paper program (See “ Unsecured Commercial Paper ” below).

Under the credit agreement governing the 2023 Unsecured Term Loan, BPLP may, at any time prior to the maturity date, increase total commitments by up to an additional $ 300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions.

The 2023 Unsecured Term Loan had an initial maturity date of May 16, 2024 , with one 12 -month extension option, subject to customary conditions.

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.

At BPLP’s option, loans under the 2023 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 0.5 %, (b) the administrative agent’s prime rate, (c) Term SOFR for a one-month period plus 1.00 %, and (d) 1.00 %, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating;

or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on BPLP’s credit rating.

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 the Company’s Santa Monica Business Park properties located in Santa Monica, California (the “SMBP Loan”).

On September 27, 2024, BPLP entered into a credit agreement that provides for a $ 100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”).

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

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

After 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.

The 2024 Unsecured Term Loan had an initial maturity date of September 26, 2025 with three , one -year extension options, subject to customary conditions.

On September 26, 2025, BPLP exercised its option to extend the maturity date of the 2024 Unsecured Term Loan to September 26, 2026.

All other terms of the 2024 Unsecured Term Loan remain unchanged.

At BPLP’s option, loans under the 2024 Unsecured Term Loan will bear interest at a rate per annum equal to (1) a base rate equal to the highest of (a) zero , (b) Prime Rate, (c) the Federal Funds effective rate plus 0.50 %, and (d) Term SOFR for a one-month period plus 1.10 %, in each case, plus a margin ranging from 0 to 60 basis points based on BPLP’s credit rating;

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The 2024 Unsecured Term Loan is subject to an interest rate swap contract to fix Daily Simple SOFR at an interest rate of approximately 3.6775 % per annum through April 6, 2026 (See Note 8).

Based on BPLP’s December 31, 2024 credit rating, (1) the 2023 Unsecured Term Loan bears interest at a rate equal to Term SOFR plus 1.05 % per annum and (2) the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05 % per annum.

Based on BPLP’s December 31, 2025 credit rating, the 2024 Unsecured Term Loan bears interest at a rate equal to Daily Simple SOFR plus 1.05 % per annum.

At December 31, 2025, BPLP had $ 100.0 million of principal outstanding under the 2024 Unsecured Term Loan.

At December 31, 2024, BPLP had $ 100.0 million and $ 700.0 million of principal outstanding under the 2024 Unsecured Term Loan and 2023 Unsecured Term Loan, respectively.

At December 31, 2023, BPLP had $ 1.2 billion of principal outstanding under the 2023 Unsecured Term Loan.

The 2023 and 2024 Unsecured Term Loans contain customary representations and warranties, affirmative and negative covenants and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay any outstanding amount under the 2023 and 2024 Unsecured Term Loans.

Among other covenants, the 2023 and 2024 Unsecured Term Loans require that BPLP maintain on an ongoing basis:

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

Among other covenants, the 2024 Unsecured Term Loan

requires that BPLP maintain on an ongoing basis:

(1) a leverage ratio not to exceed 60 %, however, the leverage ratio may increase to no greater than 65 % provided that it is reduced back to 60 % within one year, (2) a secured debt leverage ratio not to exceed 55 %, (3) a fixed charge coverage ratio of at least 1.40 to 1.00 , (4) an unsecured debt leverage ratio not to exceed 60 %, however, the unsecured debt leverage ratio may increase to no greater than 65 % provided that it is reduced to 60 % within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 to 1.00 and (6) limitations on permitted investments.

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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.

On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under the Commercial Paper Program from $ 500.0 million to $ 750.0 million.

Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remain unchanged.

Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $ 750.0 million with varying maturities of up to one year .

Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time.

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

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Effective Hedge Instruments

On April 8, 2025, BPLP entered into an interest rate swap contract with a notional amount of $ 300.0 million to replace $ 300.0 million of interest rate swap contracts that expired on April 1, 2025 thus continuing to reduce its exposure to the variability in future cash flows attributable to changes in the interest rates associated with its $ 100.0 million 2024 Unsecured Term Loan and the $ 200.0 million mortgage secured by the Company’s Santa Monica Business Park properties, located in Santa Monica, California.

The interest rate swap was entered into to fix Daily Simple SOFR, the reference rate for the 2024 Unsecured Term Loan and mortgage, at a fixed interest rate of 3.6775 % per annum for the period commencing on April 7, 2025, the effective date, and ending on April 6, 2026 .

For the period from April 7, 2025 through December 31, 2025, the Company recognized approximately $( 1.2 ) million of interest expense related to this interest rate swap contract.

BPLP assesses the effectiveness of its derivatives both at inception and on an ongoing basis.

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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 incur ineffectiveness during the years ended December 31, 2024 and 2023.

BPLP’s and SMBP LLC’s derivative contracts consisted of the following at December 31, 2024 (dollars in thousands):

The Company did not have any undesignated hedges during the years ended December 31, 2025 and December 31, 2024.

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

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

Effective Date Maturity Date Low High Fair Value

Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Prepaid expenses and other assets $ 4,042

Interest Rate Swaps 100,000 September 27, 2024 April 1, 2025 2.688 % — 2.688 % Prepaid expenses and other assets 401

700,000 4,443

Interest Rate Swaps 200,000 December 14, 2023 April 1, 2025 2.661 % — 2.688 % Prepaid expenses and other assets 809

$ 900,000 $ 5,252

Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Other liabilities $ ( 8,260 )

Interest Rate Swaps 300,000 April 7, 2025 April 6, 2026 3.678 % — 3.678 % Other liabilities ( 23 )

$ 900,000 $ ( 8,283 )

(1) A consolidated subsidiary of the Company that is the borrower under the mortgage loan collateralized by its Santa Monica Business Park property.

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

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2025 2024 2023

Amount of gain (loss) related to the effective portion recognized in other comprehensive income (1) $ 9,202 $ ( 14,405 ) $ 19,396

Amount of gain (loss) related to the effective portion recognized in other comprehensive income (loss) (1) $ ( 19,601 ) $ 9,202 $ ( 14,405 )

Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2) $ 8,126 $ 12,618 $ 6,703

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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 (loss) and equity.

While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income and equity.

Ineffective Hedging Instruments

During the year ended December 31, 2023, to satisfy a lender requirement, the Company entered into two agreements with the same third-party to purchase and sell a $ 600.0 million interest rate cap.

The Company did not elect hedge accounting, and as such, any change in market value will be recognized in Gain (losses) from interest rate contracts in the Consolidated Statement of Operations.

The Company did not elect hedge accounting, and as such, any change in market value was to be recognized in Losses from interest rate contracts in the Consolidated Statement of Operations.

For the year ended December 31, 2023, the Company recognized approximately $ 79,000 of loss on its Consolidated Statement of Operations from entering into these agreements.

There was no ineffectiveness recognized for the year ended December 31, 2024.

There was no ineffectiveness recognized for the years ended December 31, 2025 and December 31, 2024.

Commitments and Contingencies

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 pay tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

The Company had letter of credit and performance obligations related to lender and development requirements that total approximately $ 20.3 million at December 31, 2024.

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

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

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture.

From time to time, under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, either the Company or its partners may be entitled to receive an additional promoted interest or payments.

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.

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In some cases, the Company earns a fee from the applicable joint venture for providing the guarantee.

In connection with the refinancing of 767 Fifth Avenue’s (the General Motors Building) secured loan by the Company’s consolidated joint venture entity, 767 Venture, LLC, the Company guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits.

As of December 31, 2024, the maximum funding obligation under the guarantee was approximately $ 6.4 million.

The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

As of December 31, 2024, no amounts related to the guarantee were recorded as liabilities in the Company’s consolidated financial statements.

In connection with the sale of Metropolitan Square, an approximately 657,000 square foot office building in Washington, DC in which the Company had a 20 % equity interest, the Company agreed to become a co-lender of up to $ 20.0 million under a mezzanine loan.

up to $ 20.0 million under a mezzanine loan.

The mezzanine loan has a maximum principal amount of $ 100.0 million, and it is subordinate only to an existing senior loan.

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As of December 31, 2025, the Company has funded approximately $ 9.4 million under the mezzanine loan.

In connection with the Company’s joint venture at 3 Hudson Boulevard, the Company provided $ 80.0 million of mortgage financing to the joint venture, which was in maturity default from August 7, 2024 to October 17, 2025.

On October 17, 2025, the joint venture refinanced the mortgage loan (See Note 6), which includes a mezzanine loan provided by the Company with a maximum commitment of $ 50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25 % per annum.

As of December 31, 2025, the Company had funded approximately $ 18.4 million of the mezzanine loan (See Note 16).

Legal Matters

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Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

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

In connection with the acquisition of an office property in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees (i.e., Fixed, Additional and Final Fees) based on the future leasing performance of the property.

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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 BXP 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 BXP paid this fee following the judgment.

Other than the “Fixed Fee,” which the Company agreed to pay and for which it had established a reserve of approximately $ 2.2 million (including interest), the amount of the fees (if any) that are due to the seller has not been determined.

On December 9, 2024, the court issued a judgment awarding the seller the Fixed Fee (including interest) of approximately $ 2.7 million and the Company paid this fee following the judgment.

For the Additional Fee and Final Fee, the seller submitted a request for the appointment of a Special Referee on January 7, 2025.

On February 18, 2025 a Special Referee was appointed to determine damages for the Additional and Final Fee.

The parties held a five-day hearing with the Special Referee during July and August 2025 before filing opening and post-trial briefs in September and October 2025.

The Special Referee held an additional hearing in December 2025 and indicated a ruling could be expected in the first quarter of 2026.

Separately, the Company filed a notice of appeal on January 15, 2025 to preserve the Company’s ability to appeal the grant of summary judgment on the question of whether the Company is liable for payment of the Additional Fee and Final Fee.

The Company has until July 15, 2025 (six months from the notice of appeal) to perfect the appeal.

The issue of an award of damages for the Additional Fee and the Final Fee remains outstanding with the court pending a determination by the Special Referee, which the court appointed on February 18, 2025.

The First Department granted the Company’s request extending the time to perfect the appeal to September 2026.

The Company disputes the seller’s calculations and intends to continue defending itself vigorously.

However, there can be no assurance that the Company will prevail in the lawsuit.

If the court ultimately agrees with the seller’s calculations, then amounts due to the seller could theoretically be as high as the additional $ 31 million claimed in the seller’s complaint, plus interest.

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.

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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.

Brammer still has the right to pursue the full panel hearing, although no date has been set for any such hearing.

On July 16, 2024, the single justice assigned to the appeal issued an order declining to rule on the substance of the appeal petition, deferring instead to the full appellate panel.

On August 12, 2025, the clerk of the Massachusetts Appeals Court completed the procedural steps that were necessary in order for Brammer’s appeal to be heard before the full appellate panel.

The parties are now proceeding through the briefing process, with a hearing likely to take place sometime in the first quarter of 2026.

The remainder of the case continues to proceed in the trial court on the standard litigation timeline.

The Company believes it has meritorious defenses against Brammer’s claims and intends to defend against them vigorously.

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The Company is a named defendant in an alleged collective and class action wage and hour lawsuit filed on behalf of certain individuals who provided off-duty, uniformed security services at the Company’s buildings in New York City pursuant to the New York Police Department’s Paid Detail Program.

In addition to the Company, the plaintiffs also named as defendants more than eighty ( 80 ) other companies.

In addition to the Company, the plaintiffs also named as defendants more than ninety ( 90 ) other companies.

The plaintiffs filed the lawsuit in the United States District Court for the Southern District of New York on January 23, 2025, and brought the claims under the Fair Labor Standards Act, the New York Labor Law and the Freelance Isn’t Free Act.

The plaintiffs subsequently amended the complaint on February 7, 2025 and requested leave to file a second amended complaint on February 12, 2025.

The plaintiffs subsequently filed a first amended complaint and a second amended complaint on February 13, 2025 and February 24, 2025, respectively.

On December 15, 2025, the plaintiffs filed a motion for leave to file a third amended complaint, which seeks to add approximately eighty-five ( 85 ) new defendants to the lawsuit.

Each of the complaints alleges that the plaintiffs were not paid certain wages owed to them or were not paid in a timely manner and that the plaintiffs did not receive certain wage payment notices required by law.

The Company has not yet filed a responsive pleading and discovery has not yet commenced.

As a result, the Company is unable to estimate a range of loss for which losses are reasonably possible.

Although the Company believes it has meritorious defenses to the claims and intends to defend against them vigorously, there can be no assurance that the Company will prevail in the lawsuit.

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Management of the Company performs ongoing credit evaluations of tenants and may require tenants to provide some form of credit support such as corporate guarantees, security deposits and/or other financial guarantees.

Although the Company’s properties are geographically diverse and tenants operate in a variety of

industries, to the extent the Company has a significant concentration of rental revenue from any single tenant, the inability of that tenant to make its lease payments could have an adverse effect on the Company.

Although the Company’s properties are geographically diverse and tenants operate in a variety of industries, to the extent the Company has a significant concentration of rental revenue from any single tenant, the inability of that tenant to make its lease payments could have an adverse effect on the Company.

The Company’s property insurance program per occurrence limits are $ 1.0 billion for its portfolio insurance program, including coverage for acts of terrorism other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”).

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There are other types of losses, such as from wars, for which the Company cannot obtain insurance at all or at a reasonable cost.

With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other

catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.

Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property.

With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.

Depending on the specific circumstances of each affected property, it is possible that the Company

could be liable for mortgage indebtedness or other obligations related to the property.

Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations.

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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 the Company’s ownership, (2) continue monitoring and/or remediating such releases and discharges as necessary and appropriate to comply with applicable requirements, and (3) indemnify the Company for certain losses arising from preexisting site conditions.

Any indemnity claim may be subject to various defenses and contractual limitations, including time limits, and 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 the Company’s properties and certain properties owned by affiliates of the Company have identified groundwater contamination migrating from off-site source properties.

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Accordingly, it is sometimes necessary to institute special soil and/or groundwater handling procedures and/or include particular building design features in connection with development, construction and other property operations in order to achieve regulatory closure and/or ensure that contaminated materials are addressed in an appropriate manner.

In these situations, it is the Company’s practice to investigate the nature and

extent of detected contamination, including potential issues associated with vapor intrusion concerns and/or potential contaminant migration to or from the subject property in ground water, assess potential liability risks and estimate the costs of required response actions and special handling procedures.

The Company then uses this information as part of its decision-making process with respect to the acquisition, deal structure and/or development of the property.

In these situations, it is the Company’s practice to investigate the nature and extent of detected contamination, including potential issues associated with vapor intrusion concerns and/or potential contaminant migration to or from the subject property in ground water, assess potential liability risks and estimate the costs of required response actions and special handling procedures.

The Company then uses this

information as part of its decision-making process with respect to the acquisition, deal structure and/or development of the property.

For example, the Company owns a parcel in Massachusetts which was formerly used as a quarry/asphalt batching facility.

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As of December 31, 2025, the noncontrolling interests in BPLP consisted of the following:

OP Units LTIP Units (1) 2022 MYLTIP Units 2023 MYLTIP Units 2024 MYLTIP Units

OP Units LTIP Units (1) 2023 MYLTIP Units 2024 MYLTIP Units 2025 MYLTIP Units 2025 OPP Units (2)

15,590,009 2,662,140 322,053 330,479 354,940 711,864

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

(2) See Note 15 .

Noncontrolling Interest—Common Units

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

At December 31, 2024, BPLP had outstanding the 2022 - 2024 MYLTIP Units.

Prior to the end of the respective three -year performance period for each plan, holders of MYLTIP Units are entitled to receive per unit distributions equal to one-tenth ( 10 %) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions.

After the three-year performance period for each plan has ended, (1) the number of MYLTIP Units, both vested and unvested, that MYLTIP award recipients 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 OP Unit and (2) with respect to the 2022 - 2024 MYLTIP Units, the Company will make a “catch-up” cash payment on the MYLTIP Units that are ultimately earned in an amount equal to the regular and special dividends, if any, declared during the performance period on a number of shares of Common Stock equal to the number of 2022 - 2024 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2022 - 2024 MYLTIP Units.

On February 4, 2022, the three -year measurement period for the Company’s 2019 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 69.0 % of target, or an aggregate of approximately $ 8.6 million (after giving effect to employee separations).

As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

On February 3, 2023, the three -year measurement period for the Company’s 2020 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final payout was determined to be 50 % of target, or an aggregate of approximately $ 3.8 million (after giving effect to employee separations).

As a result, an aggregate of 152,460 2020 MYLTIP Units that had been previously granted were automatically forfeited.

On February 1, 2024, the three -year measurement period for the Company’s 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).

As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared during the years ended December 31, 2024, 2023 and 2022:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

At December 31, 2025, BPLP had outstanding the 2023 - 2025 MYLTIP Units and the 2025 OPP Units.

Prior to the end of the respective performance period for each plan, holders of LTIP Units issued pursuant to these awards are entitled to receive per unit distributions equal to one-tenth ( 10 %) of the regular quarterly distributions payable on an LTIP Unit, but will not be entitled to receive any special distributions.

After the performance period for each plan has ended, (1) the number of LTIP Units, both vested and unvested, that the MYLTIP or 2025 OPP Unit recipients, as applicable, have earned, if any, based on the establishment of a performance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an LTIP Unit and (2) the Company will make a “catch-up” payment on the LTIP Units that are ultimately earned, if any, in an amount equal to the regular and special dividends, if any, declared during the respective performance period on a number of shares of Common Stock equal to the number of 2023 - 2025 MYLTIP Units or 2025 OPP Units that are earned, less the distributions actually paid during the performance period of each respective award, which (a) for the earned 2023 - 2025 MYLTIP Units will be payable in the form of cash and (b) for the earned 2025 OPP Units will be in the form of additional earned 2025 OPP Units, provided that if the total number of earned 2025 OPP Units would exceed the total number of 2025 OPP Units granted, then such excess shall be paid in cash.

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

Measurement Date Final Payout as a % of Target Aggregate Value Forfeited Units

2022 MYLTIP Awards January 31, 2025 59 % $ 5.4 177,919

2021 MYLTIP Awards February 1, 2024 112 % $ 12.6 155,625

2020 MYLTIP Awards February 3, 2023 50 % $ 3.8 152,460

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

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit and 2025 OPP Units

December 31, 2025 January 29, 2026 $ 0.70 $ 0.070

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December 30, 2022 January 30, 2023 $ 0.98 $ 0.098

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.

The value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2021 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at December 31, 2024 was approximately $ 1.4 billion based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 74.36 per share on December 31, 2024.

Based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 67.48 per share on December 31, 2025, the value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2022 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at December 31, 2025 was approximately $ 1.3 billion.

Noncontrolling Interests—Property Partnerships

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The equity interests in these ventures that are not owned by the Company, totaling approximately $ 2.0 billion and $ 1.9 billion at December 31, 2025 and December 31, 2024, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

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

The Company retains 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 the Company and the institutional investor will fund the development project based on their respective ownership interests.

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

The Company provides customary development, property management and leasing services to the joint venture.

The Company has accounted for the transaction as an equity transaction and as of March 21, 2024 has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $ 104.6 million, which is

equal to 45 % of the aggregate carrying value of the total equity of the property immediately prior to the transaction.

The difference between the cash proceeds received and the noncontrolling interest recognized, which was approximately $ 7.5 million, has been reflected as a decrease in additional paid-in capital in the Company’s Consolidated Balance Sheets.

At the end of each reporting period, there will be a reallocation of the partners’ equity balances such that the ending balance in each partners’ capital account reflects each partners’ claim on net assets.

These adjustments will impact additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets.

As of December 31, 2024, the institutional investor has funded construction costs so that its equity balance is proportionate to its ownership percentage and the Company no longer needs to make adjustments impacting additional paid-in capital and noncontrolling interest in property partnerships in the Company’s Consolidated Balance Sheets.

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

The development project is 100 % pre-leased to a life sciences company.

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

The acquisition price is equal to the partner’s aggregate unreturned capital contributions to the joint venture and as a result there was no gain on sale recognized in stockholders’ equity for BXP or partners’ capital for BPLP other than transaction costs.

Prior to the acquisition, the Company had a 55 % ownership interest in the joint venture (See Note 3).

Stockholders’ Equity / Partners’ Capital

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No shares of Common Stock have been issued under this ATM stock offering program.

During the years ended December 31, 2024 and December 31, 2023, BXP did not issue any shares of Common Stock upon the exercise of options to purchase Common Stock.

As a result of the applicable exercise period ending, 103,641 options were forfeited during the year ended December 31, 2023.

As of December 31, 2024, BXP does not have any outstanding options.

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

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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 (“CODM”).

The CODM decides how resources should be allocated and assesses performance on a recurring basis, at least quarterly.

The CODMs decide how resources should be allocated and assesses performance on a recurring basis, at least quarterly.

The Company’s CODMs are its Chief Executive Officer and President.

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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 is often incurred at the corporate level as opposed to the property level:

development and management services revenue, direct reimbursements of payroll and related costs from management services contracts, gains on sales of real estate, gain on sales-type lease, interest and other income (loss), other income - assignment fee, gains (losses) 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, losses from interest rate contracts, impairment loss and interest expense.

The following are not included in the Company’s share of NOI as they are not necessarily linked to the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level:

development and management services revenue, direct reimbursements of payroll and related costs from management services contracts, gains on sales of real estate, interest and other income (loss), gains from investments in securities, unrealized gain (loss) on non-real estate investments, corporate general and administrative expense, payroll and related costs from management services contracts, transaction costs, depreciation and amortization expense, loss from unconsolidated joint ventures, loss on sales-type lease, losses from interest rate contracts, impairment losses, loss from early extinguishment of debt, interest expense and net income attributable to noncontrolling interests.

The Company’s share of NOI presented may not be comparable to what is reported by other REITs or real estate companies that define NOI differently.

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Gains on sales of real estate 176,732 602 517

Gain on sales-type lease — — 10,058

Interest and other income (loss) 35,784 60,199 69,964

Other income - assignment fee — — 6,624

Gains (losses) from investments in securities 4,416 5,556 ( 6,453 )

Gains from investments in securities 5,481 4,416 5,556

Unrealized gain (loss) on non-real estate investments ( 346 ) 546 239

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Loss from unconsolidated joint ventures 103,560 343,177 239,543

Loss on sales-type lease 2,490 — —

Net operating income from unconsolidated joint ventures 122,569 129,718 160,695

Losses from interest rate contracts — — 79

Impairment loss 13,615 — —

Impairment losses 85,803 13,615 —

Loss from early extinguishment of debt 338 — —

Interest expense 653,138 645,117 579,572

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Gains on sales of real estate 179,322 602 517

Gain on sales-type lease — — 10,058

Interest and other income (loss) 35,784 60,199 69,964

Other income - assignment fee — — 6,624

Gains (losses) from investments in securities 4,416 5,556 ( 6,453 )

Gains from investments in securities 5,481 4,416 5,556

Unrealized gain (loss) on non-real estate investments ( 346 ) 546 239

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Loss from unconsolidated joint ventures 103,560 343,177 239,543

Loss on sales-type lease 2,490 — —

Net operating income from unconsolidated joint ventures 122,569 129,718 160,695

Losses from interest rate contracts — — 79

Impairment loss 13,615 — —

Impairment losses 82,890 13,615 —

Loss from early extinguishment of debt 338 — —

Interest expense 653,138 645,117 579,572

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Total rental revenue $ 3,429,317 $ 3,363,171 $ 3,214,948

The following tables presents the Company’s share of NOI for each geographic segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands).

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

For the year ended December 31, 2025:

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The following table provides a reconciliation of both the net income attributable to BXP, Inc.

and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to BXP, Inc.

by the weighted-average number of common shares outstanding during the period.

and net income attributable to Boston Properties Limited Partnership and the number of common shares / units used in the computation of basic EPS, which is calculated by dividing net income attributable to BXP, Inc.

or net income attributable to Boston Properties Limited Partnership by the weighted-average number of common shares / units outstanding during the period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

Participating securities are included in the computation of basic EPS of BXP using the two-class method.

Participating securities are included in the computation of diluted EPS of BXP using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation.

Other potentially dilutive common shares, including stock options, restricted 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.

Participating securities are included in the computation of basic EPS using the two-class method.

Participating securities are included in the computation of diluted EPS using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2022 MYLTIP Units required, and the 2023 - 2025 MYLTIP Units and 2025 OPP Units require, the Company to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, the Company excludes such units from the diluted EPS calculation.

Other potentially dilutive common shares, including restricted stock and other securities of BPLP that are exchangeable for BXP’s Common Stock (See Note 2), and the related impact on earnings, are considered when calculating diluted EPS.

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

Year ended December 31,

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to BXP, Inc.

2025 2024 2023

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to BXP, Inc.

$ 14,272 157,793 $ 0.09

Year ended December 31, 2023

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Computation of Basic and Diluted Earnings Per Share:

(amounts presented in thousands, except per share data)

Net income attributable to BXP, Inc.

$ 276,800 $ 14,272 $ 190,215

Allocation of undistributed earnings to participating securities

Net income attributable to BXP, Inc.- basic 276,800 14,272 190,215

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to BXP, Inc.

$ 190,215 157,201 $ 1.21

Year ended December 31, 2022

(Numerator) Shares

(Denominator) Per Share

(in thousands, except for per share amounts)

Basic Earnings:

Net income attributable to BXP, Inc.

$ 848,947 156,726 $ 5.42

- diluted $ 276,800 $ 14,272 $ 190,215

Weighted average common shares outstanding 158,330 157,468 156,863

Allocation of undistributed earnings to participating securities

( 891 ) — ( 0.01 )

Net income attributable to BXP, Inc.

848,056 156,726 5.41

Weighted average common shares outstanding - basic 158,330 157,468 156,863

Effect of Dilutive Securities:

Stock Based Compensation (1) 539 325 338

Diluted Earnings:

Weighted average common shares outstanding - diluted 158,869 157,793 157,201

Net income attributable to BXP, Inc.

- basic earnings per share $ 1.75 $ 0.09 $ 1.21

Net income attributable to BXP, Inc.

- diluted earnings per share $ 1.74 $ 0.09 $ 1.21

_______________

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

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities.

Participating securities are included in the computation of basic earnings per common unit using the two-class method.

Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive.

Because the 2012 OPP Units and 2013 - 2021 MYLTIP Units required, and the 2022 - 2024 MYLTIP Units require, BXP to outperform certain performance thresholds, unless such thresholds have been met by the end of the applicable reporting period, BPLP excludes such units from the diluted earnings per common unit calculation.

Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit.

the number of units (the denominator) below are approximately 17,922,000 , 17,933,000 and 17,634,000 redeemable common units for the years ended December 31, 2024, 2023 and 2022, respectively.

Year ended December 31, 2024

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership $ 23,480 175,390 $ 0.13

Effect of Dilutive Securities:

Stock Based Compensation — 325 —

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 23,480 175,715 $ 0.13

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

Year ended December 31,

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

2025 2024 2023

Computation of Basic and Diluted Earnings Per Unit:

(amounts presented in thousands, except per unit data)

Net income attributable to Boston Properties Limited Partnership $ 321,104 $ 23,480 $ 219,771

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties Limited Partnership - basic 321,104 23,480 219,771

Effect of Dilutive Securities:

Stock Based Compensation

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 219,771 175,134 $ 1.25

Year ended December 31, 2022

(Numerator) Units

(Denominator) Per Unit

(in thousands, except for per unit amounts)

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership $ 957,265 174,360 $ 5.49

Net income attributable to Boston Properties Limited Partnership - diluted $ 321,104 $ 23,480 $ 219,771

Weighted average common units outstanding 175,858 175,390 174,796

Allocation of undistributed earnings to participating securities

( 991 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership 956,274 174,360 5.48

Weighted average common units outstanding - basic 175,858 175,390 174,796

Effect of Dilutive Securities:

Stock Based Compensation (1) 539 325 338

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership $ 956,274 174,771 $ 5.47

Weighted average common units outstanding - diluted 176,397 175,715 175,134

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

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

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

_______________

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

Employee Benefit Plans

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The Company’s aggregate matching contribution for the years ended December 31, 2025, 2024 and 2023 was approximately $ 5.9 million, $ 5.9 million and $ 5.4 million, respectively.

The Company also maintains a deferred compensation plan that is designed to allow officers of BXP to defer a portion of the officer’s current income on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer.

The Company also maintains a deferred compensation plan that is designed to allow officers of BXP to defer a portion of the officer’s current income on a pre-tax basis and receive a tax-deferred return on these amounts deferred based on the performance of specific investments selected by the officer.

The Company’s obligation under the plan is that of an unsecured promise to pay the deferred compensation to the plan participants in the future.

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Stock Option and Incentive Plan

Boston Properties, Inc.

2021 Stock Incentive Plan

At the Company’s 2021 annual meeting of stockholders held on May 20, 2021, its stockholders approved the Boston Properties, Inc.

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and (v) the term of the 2021 Plan ends ten years from the date of stockholder approval, or May 20, 2031.

On January 25, 2024, the Compensation Committee of BXP’s Board of Directors approved the grant of 2024 Multi-Year Long-Term Incentive Program (the “2024 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP.

The 2024 MYLTIP awards consists of three components.

Two of the components, each weighted 40%, utilize BXP’s TSR over a three-year measurement period as the performance metrics and the third component utilizes a leverage ratio as the performance metric.

2025 OPP Units

On December 22, 2025 (the “Grant Date”), BXP’s Compensation Committee approved the 2025 OPP Units.

The Company granted performance-based equity awards (the “OPP Awards”) to certain members of the Company’s senior leadership team.

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

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

Each LTIP Unit granted under the OPP Awards may be converted into one Common Unit only if the service-based and performance-based vesting conditions described below are met.

If such conditions are not met, the OPP Awards will be forfeited in their entirety.

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

The Company recognized $ 0.3 million of compensation expense related to the 2025 OPP Units for the period from December 22, 2025 through December 31, 2025.

Performance-Based Vesting Requirements

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

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

Performance Tier Dividend-Adjusted Stock Price Performance Percentage of Award Earned

Eight $ 118.00 100.0 %

Seven $ 114.00 87.5 %

Six $ 110.00 75.0 %

Five $ 106.00 62.5 %

Four $ 102.00 50.0 %

Three $ 98.00 37.5 %

Two $ 94.00 25.0 %

One $ 90.00 12.5 %

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

Service-Based Vesting Requirements

One-third of the LTIP Units granted under the OPP Awards will vest on the second anniversary of the Grant Date, with the remaining two-thirds of the LTIP units vesting ratably over the third and fourth years of the Performance Period, subject to continued service and the achievement of the performance-based vesting conditions described above.

Prior to the second anniversary of the Grant Date, or in the event of a termination for “cause,” OPP Award recipients will not be eligible to earn any LTIP Units.

Except in connection with a change in control as described below, the LTIP Units will not be eligible for any acceleration of vesting.

If an Award recipient’s service terminates following the second anniversary of the Grant Date and before the end of the Performance Period for any reason other than termination by the Company for “cause,” the earned LTIP Units will vest based on the highest level of performance achieved during that OPP Award recipient’s service period as follows:

in addition to the one-third of the earned LTIP Units that vested as of the first anniversary of the Grant Date, the vesting of the remaining two-thirds of the earned LTIP Units will be prorated based on the number of days elapsed between the second anniversary of the Grant Date and the fourth anniversary of the Grant Date.

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

In connection with a change in control, performance-based vesting will be measured through the date of the change in control as set forth above.

With respect to service-based vesting, if the acquiror does not assume or replace the LTIP Units on substantially the same terms, the LTIP Units will vest immediately upon the change in control to the extent earned based on performance.

If the acquiror does assume or replace the LTIP Units on substantially the same terms, the LTIP Units will remain outstanding and remain subject to the service-based vesting requirements set forth above;

provided that, if, within 24 months of the change in control, the recipient’s service to the Company (or its successor) is terminated either (i) by the Company (or its successor) without “cause” or (ii) by the Award recipient for “good reason,” then any unvested LTIP Units will become fully vested upon such termination.

On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP.

The 2025 MYLTIP awards consist of three components.

Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted Funds from Operations (“FFO”) per share growth, respectively, over a three -year measurement period as the performance metrics.

The third component, weighted 20%, utilizes an average leverage ratio as the performance metric.

Earned awards will range from zero to a maximum of 354,940 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 177,470 LTIP Units.

Under ASC 718 “Compensation – Stock Compensation,” the 2025 MYLTIP awards have an aggregate value of approximately $ 12.7 million.

As a result, an aggregate of 155,625 2021 MYLTIP Units that had been previously granted were automatically forfeited.

As a result, an aggregate of 152,460 2020 MYLTIP Units that had been previously granted were automatically forfeited.

As a result, an aggregate of 144,043 2019 MYLTIP Units that had been previously granted were automatically forfeited.

BXP issued 83,316 , 73,762 and 41,818 shares of restricted common stock and BPLP issued 451,044 , 430,824 and 280,616 LTIP Units to employees and non-employee directors under the 2012 Plan and the 2021 Plan during the years ended December 31, 2024, 2023 and 2022, respectively.

BXP did not issue any non-qualified stock options under the 2012 Plan or 2021 Plan during the years ended December 31, 2024, 2023 and 2022.

BPLP issued 330,479 2024 MYLTIP Units, 322,053 2023 MYLTIP Units and 254,061 2022 MYLTIP Units to employees under the 2021 Plan during the years ended December 31, 2024, 2023 and 2022, respectively.

MYLTIP Measurement Period Results

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

Measurement Date Final Payout as a % of Target Aggregate Value Forfeited Units

2022 MYLTIP Awards January 31, 2025 59 % $ 5.4 177,919

2021 MYLTIP Awards February 1, 2024 112 % $ 12.6 155,625

2020 MYLTIP Awards February 3, 2023 50 % $ 3.8 152,460

Issuances (Restricted Stock, LTIP Units and MYLTIP Units)

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

Restricted Stock 2025 2024 2023

Shares issued 56,273 83,316 73,762

Issued value $ 4.1 $ 5.3 $ 5.4

Weighted-average price per share $ 72.37 $ 63.28 $ 72.57

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

LTIP Units 2025 2024 2023

Units Issued 406,646 451,044 430,824

Issued value $ 26.9 $ 26.8 $ 29.9

Weighted-average price per unit $ 66.10 $ 59.41 $ 69.29

Monte Carlo assumptions (1):

Expected life (in years) 5.7 5.7 5.7

Risk free interest rate 4.45 % 4.03 % 3.67 %

Expected price volatility 38.0 % 36.0 % 32.0 %

_______________

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

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

MYLTIP Units 2025 2024 2023

Units Issued 354,940 330,479 322,053

Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and MYLTIP Unit.

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Such value is recognized as an expense ratably over the corresponding employee service period.

Because the 2012 OPP Units and 2013 - 2024 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.

Because the 2012 OPP Units, 2025 OPP Units and 2013 - 2025 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method.

Under the graded vesting attribution method,

each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests.

The Company recognizes forfeitures as they occur on its awards of stock-based compensation.

Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP’s Consolidated Balance Sheets and Partners’ Capital in BPLP’s Consolidated Balance Sheets.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 42.6 million, $ 50.2 million and $ 50.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2024, there was (1) an aggregate of approximately $ 21.6 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) no unrecognized compensation expense related to unvested 2022 - 2024 MYLTIP Units.

Aggregate stock-based compensation expense associated with restricted stock, LTIP Units, OPP Units and MYLTIP Units was approximately $ 43.5 million, $ 42.6 million and $ 50.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

At December 31, 2025, there was (1) an aggregate of approximately $ 20.7 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) $ 32.3 million unrecognized compensation expense related to unvested 2023 - 2025 MYLTIP Units and 2025 OPP Units.

The unrecognized compensation expense related to unvested restricted stock and LTIP Units is expected to be recognized over a weighted-average period of approximately 3.3 years.

The shares of restricted stock were valued at approximately $ 5.3 million ($ 63.28 per share weighted-average), $ 5.4 million ($ 72.57 per share weighted-average) and $ 4.7 million ($ 111.47 per share weighted-average) for the years ended December 31, 2024, 2023 and 2022, respectively.

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

LTIP Units issued during the years ended December 31, 2024, 2023 and 2022 were valued at approximately $ 26.8 million, $ 29.9 million and $ 28.9 million, respectively.

The weighted-average per unit fair value of LTIP Unit grants in 2024, 2023 and 2022 was $ 59.41 , $ 69.29 and $ 103.06 , respectively.

The per unit fair value of each LTIP Unit granted in 2024, 2023 and 2022 was estimated on the date of grant using the following assumptions;

an expected life of 5.7 years, 5.7 years and 5.7 years, a risk-free interest rate of 4.03 %, 3.67 % and 1.71 % and an expected price volatility of 36.0 %, 32.0 % and 31.0 %, respectively.

There were no non-qualified stock options granted during the years ended December 31, 2024, 2023 and 2022.

A summary of the status of BXP’s stock options as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:

Shares Weighted-Average

Exercise Price

Outstanding at December 31, 2021 103,641 $ 97.01

Exercised — $ —

Outstanding at December 31, 2022 103,641 $ 97.01

Forfeited ( 103,641 ) $ —

Outstanding at December 31, 2023 — $ —

Exercised — $ —

Outstanding at December 31, 2024 — $ —

There were no stock options outstanding as of December 31, 2024 and 2023.

In addition, BXP had 103,641 options exercisable and vested at a weighted-average exercise price of $ 97.01 at December 31, 2022.

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

Employee Stock Purchase Plan

BXP adopted the 1999 Non-Qualified Employee Stock Purchase Plan (the “Stock Purchase Plan”) to encourage the ownership of Common Stock by eligible employees.

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The Stock Purchase Plan provides for eligible employees to purchase on the business day immediately following the end of the biannual purchase periods (i.e., January 1-June 30 and July 1-December 31) shares of Common Stock at a purchase price equal to 85 % of the average closing prices of the Common Stock during the last ten business days of the purchase period.

BXP issued 17,237 , 18,552 and 9,813 shares with the weighted-average purchase price equal to $ 56.28 per share, $ 51.93 per share and $ 87.30 per share under the Stock Purchase Plan during the years ended December 31, 2024, 2023 and 2022, respectively.

Information for the Common Stock issues under the Stock Purchase Plan during the years ended December 31, 2025, 2024 and 2023 is as follows:

2025 2024 2023

Shares issued 13,302 17,237 18,552

Weighted average price per share $ 61.67 $ 56.28 $ 51.93

Related Party Transactions

Ritchey’s brother was employed by a real estate brokerage firm and participated in brokerage activities for which the Company paid the firm approximately $ 0.5 million and $ 1.6 million for the years ended December 31, 2023 and 2022, respectively.

The Company’s contract with this real estate brokerage firm ended on February 1, 2023 and as a result, it will not pay any further leasing commission to Mr.

Ritchey’s brother.

Ritchey’s brother was employed by a real estate brokerage firm and participated in brokerage activities for which the Company paid the firm approximately $ 0.5 million for the year ended December 31, 2023.

The Company’s contract with this real estate brokerage firm ended on February 1, 2023.

Ritchey is a Senior Executive Vice President of BXP.

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The loan has been reflected as a Related Party Note Receivable, Net on the Company’s Consolidated Balance Sheets.

The Company has recognized interest income of approximately $ 0.8 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.

The Company has recognized interest income of approximately $ 0.9 million, $ 0.8 million and $ 0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot office property in Washington, DC.

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The Company owns a 25 % interest in, and is the managing member of the joint venture.

The Company provided $ 80.0 million of mortgage financing to the joint venture that bears interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and matured on August 7, 2024 and is currently in maturity default.

The Company has recognized interest income of approximately $ 11.6 million, $ 8.9 million and $ 5.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company's policy is to record notes receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses.

and direct costs associated with loans originated by the Company are deferred and amortized over the term of the note as interest income.

In accordance with the 2021 Plan, and as approved by its Board of Directors, eight non-employee directors made elections to receive deferred stock units in lieu of cash fees for 2024.

The Company provided $ 80.0 million of mortgage financing to the joint venture that bore interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and matured on August 7, 2024.

The loan was in maturity default from August 7, 2024 to October 17, 2025.

On October 17, 2025, the joint venture refinanced the mortgage loan (See Note 6) which includes a mezzanine loan provided by the Company with a maximum commitment of $ 50.0 million that bears interest at a variable rate equal to Term SOFR plus 7.25 % per annum.

As of December 31, 2025, the Company had funded approximately $ 18.4 million of the mezzanine loan.

The previous loan and existing mezzanine loan and interests

accrued under these loans are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets.

The Company elected to waive the unpaid accrued default interest of approximately $ 5.8 million under the previous loan.

The Company determined it was not reasonably probable that it would collect the default interest and therefore had been reserving for it within Interest and Other Income (Loss) on its Consolidated Balance Sheets.

The Company has recognized total interest income of approximately $ 6.4 million, $ 11.6 million and $ 8.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to these loans.

In accordance with the 2021 Plan, and as approved by its Board of Directors, seven non-employee directors made elections to receive deferred stock units in lieu of cash fees for 2025.

As a result of these elections, the aggregate cash fees otherwise payable to a non-employee director during a fiscal quarter are converted into a number of deferred stock units equal to the aggregate cash fees divided by the last reported sales price of a share of BXP’s Common Stock on the last trading of the applicable fiscal quarter.

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Subsequent Events

On January 2, 2025, a joint venture in which the Company has a 50 % ownership interest fully placed in-service 651 Gateway, an approximately 327,000 net rentable square feet laboratory/life sciences project located in South San Francisco, California.

On January 15, 2025, BPLP repaid $ 850.0 million in aggregate principal amount of its 3.200 % senior notes due January 15, 2025.

The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of unsecured senior notes (See Note 7).

On January 2, 2026, the Company completed the sale of its 50 % ownership interest in the joint venture that owns Gateway Commons for a gross sales price of approximately $ 150.0 million.

Gateway Commons is an office park that consists of five buildings aggregating approximately 792,700 net rentable square feet located in South San Francisco, California.

On January 14, 2026, the Company completed the sale of North First Business Park located in San Jose, California for a gross sale price of approximately $ 50.5 million.

North First Business Park is an office park that consist of five office buildings aggregating approximately 191,000 net rentable square feet.

On January 16, 2026, the Company fully placed in-service Reston Next Retail, located in Reston, Virginia.

Reston Next Retail is a retail development with approximately 30,000 net rentable square feet.

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

On February 2, 2026, BPLP repaid $ 1.0 billion in aggregate principal amount of its 3.650 % senior notes due February 1, 2026.

The repayment was completed with available cash.

The repayment price was approximately $ 1.0 billion, which was equal to the stated principal plus approximately $ 18.3 million of accrued and unpaid interest to, but not including, the repayment date.

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

On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP.

On February 3, 2026, BXP’s Compensation Committee approved the 2026 Multi-Year Long-Term Incentive Program (the “2026 MYLTIP”) awards under the 2021 Plan to certain executive officers of BXP.

The 2026 MYLTIP awards consists of three components.

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Under ASC 718, the 2026 MYLTIP awards have an aggregate value of approximately $ 14.6 million.

On January 31, 2025, the three -year measurement period for the Company’s 2022 MYLTIP awards ended and, based on BXP’s absolute and relative 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).

On February 5, 2026, the Company completed the sale of Shady Grove Parcel 1 located in Rockville, Maryland for a gross sale price of approximately $ 24.7 million.

Shady Grove Parcel 1 consists of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel.

On February 6, 2026, the three -year measurement period for the Company’s 2023 MYLTIP awards ended and, based on BXP’s absolute and relative TSR performance, the final payout was determined to be 95 % of target, or an aggregate of approximately $ 9.9 million (after giving effect to employee separations).

As a result, an aggregate of 168,717 2023 MYLTIP Units that had been previously granted were automatically forfeited.

On January 31, 2025 and February 4, 2025, BXP issued an aggregate of 47,649 shares of restricted common stock and BPLP issued an aggregate of 388,988 LTIP Units under the 2021 Plan to certain employees of BXP.

On February 25, 2026, the Company completed the sale of The Lofts at Atlantic Wharf located in Boston, Massachusetts for a gross sales price of $ 55.5 million.

The Lofts at Atlantic Wharf is a residential property consisting of 86 residential units and approximately 87,000 net rentable square feet.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

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 8. Financial Statements and Supplementary Data