ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: (a) During the three months ended September 30, 2025, BXP issued an aggregate of 27,619 shares of common stock in exchange for 27,619 common units of limited partnership held by certain limited partners of BPLP.
+Added: (a) During the three months ended March 31, 2026, BXP issued an aggregate of 49,365 shares of common stock in exchange for 49,365 common units of limited partnership held by certain limited partners of BPLP.
Of these shares, 37,016 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
7 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
−Removed: July 1, 2025 – July 31, 2025 401 (1) $ 70.43 N/A N/A
−Removed: August 1, 2025 – August 31, 2025 — $ — N/A N/A
−Removed: September 1, 2025 – September 30, 2025 — $ — N/A N/A
+Added: January 1, 2026 – January 31, 2026 19,957 (1)
+Added: $ 66.99 N/A N/A
+Added: February 1, 2026 – February 28, 2026 — $ — N/A N/A
+Added: March 1, 2026 – March 31, 2026 — $ — N/A N/A
Total 19,957 $ 66.99 N/A N/A
2 unchanged sentences
(a) Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued.
−Removed: During the three months ended September 30, 2025, in connection with issuances of common stock by BXP pursuant to purchases under the Boston Properties, Inc.
−Removed: 1999 Non-Qualified Employee Stock Purchase Plan, as amended, BPLP issued an aggregate of 6,919.34 common units to BXP in exchange for approximately $0.41 million, the aggregate proceeds of such common stock issuances to BXP.
+Added: During the three months ended March 31, 2026, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to employees under the Boston Properties, Inc.
+Added: 2021 Stock Incentive Plan and purchases of common stock under the Boston Properties, Inc.
+Added: 1999 Employee Stock Purchase Plan, BPLP issued an aggregate of approximately 98,256 common units to BXP in exchange for approximately $0.4 million, the aggregate proceeds of such common stock issuances to BXP.
Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
5 unchanged sentences
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs
−Removed: July 1, 2025 – July 31, 2025 401 (1) $ 70.43 N/A N/A
−Removed: August 1, 2025 – August 31, 2025 — $ — N/A N/A
−Removed: September 1, 2025 – September 30, 2025 872 (2) $ 0.25 N/A N/A
+Added: January 1, 2026 – January 31, 2026 19,957 (1)
+Added: $ 66.99 N/A N/A
+Added: February 1, 2026 – February 28, 2026 168,717 (2)
+Added: $ 0.25 N/A N/A
+Added: March 1, 2026 – March 31, 2026 — $ — N/A N/A
Total 188,674 $ 7.31 N/A N/A
(1) Represents common units previously held by BXP that were redeemed in connection with the surrender of shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
−Removed: (2) Represents LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP.
−Removed: Under the terms of the applicable LTIP unit vesting agreements, the LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for the units.
+Added: (2) Represents 2023 MYLTIP units.
+Added: The measurement period for the 2023 MYLTIP units ended on February 6, 2026 and BXP’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2023 MYLTIP units.
+Added: Under the terms of the applicable 2023 MYLTIP award agreements, the 168,717 unearned 2023 MYLTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by each employee for the units.
ITEM 3—Defaults Upon Senior Securities.
ITEM 4—Mine Safety Disclosures .
+Added: Not Applicable.
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.