BXP, Inc. 10-K

Item 9A. Controls and Procedures. Boston Properties, Inc. As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of Boston Properties, Inc.’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, Boston Properties, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in Boston Properties, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of Boston Properties, Inc.’s fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, Boston Properties, Inc.’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is set forth on page 113 of this Annual Report on Form 10-K and is incorporated herein by reference. 190 T able of Contents Boston Properties Limited Partnership As of the end of the period covered by this report, an evaluation was carried out by the management of Boston Properties, Inc., the sole general partner of Boston Properties Limited Partnership, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Boston Properties, Inc. concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of its fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is set forth on page 126 of this Annual Report on Form 10-K and is incorporated herein by reference. Item 9B. Other Information. During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 191 T able of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by Item 10 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11. Executive Compensation. The information required by Item 11 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . The following table summarizes Boston Properties, Inc.’s equity compensation plans as of December 31, 2023. Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders(1) 4,568,244 (2) N/A (2) 4,275,807 (3) Equity compensation plans not approved by security holders(4) N/A N/A 39,941 Total 4,568,244 N/A 4,315,748 ______________ (1) Includes information related to BXP’s 1997 Stock Option and Incentive Plan, 2012 Stock Option and Incentive Plan and 2021 Stock Incentive Plan. (2) Includes (a) 2,065,861 long term incentive units (LTIP units) (1,439,973 of which are vested) that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (b) 1,459,441 common units issued upon conversion of LTIP units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (c) 349,267 2021 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (d) 252,151 2022 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (e) 322,053 2023 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock and (f) 119,471 deferred stock units which were granted pursuant to elections by certain of BXP’s non-employee directors to defer all cash compensation to be paid to such directors and to receive their deferred cash compensation in shares of BXP’s common stock upon their retirement from its Board of Directors. Does not include 114,146 shares of restricted stock, as they have been reflected in BXP’s total shares outstanding. Because there is no exercise price associated with LTIP units, common units, 2021 MYLTIP Awards, 2022 MYLTIP Awards, 2023 MYLTIP Awards or deferred stock units, such shares are not included in the weighed-average exercise price calculation. (3) Represents awards available for issuance under BXP’s 2021 Stock Incentive Plan. (4) Includes information related to the 1999 Non-Qualified Employee Stock Purchase Plan (ESPP). The ESPP was adopted by the Board of Directors of BXP on October 29, 1998. The ESPP has not been approved by BXP’s stockholders. The ESPP is available to all our employees that are employed on the first day of a purchase period. Under the ESPP, each eligible employee may purchase shares of our common stock at semi-annual intervals each year at a purchase price equal to 85% of the average closing prices of our common stock on the New York Stock Exchange during the last ten business days of the purchase period. Each eligible employee may contribute no more than $25,000 per year to purchase our common stock under the ESPP. 192 T able of Contents Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by Item 14 will be included in the Proxy Statement to be filed relating to Boston Properties, Inc.’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference. 193 T able of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statement Schedule Boston Properties, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building 767 Fifth Avenue (the General Motors Building) Office New York, NY $ 2,288,004 $ 1,796,252 $ 1,532,654 $ 365,829 $ 1,796,252 $ 1,898,483 $ — $ — $ 3,694,735 $ 507,660 1968/2019 2013 (1) Prudential Center Office Boston, MA — 92,077 948,357 791,280 115,634 1,687,021 — 29,059 1,831,714 774,225 1965/1993/2002/2016-2017 1998/1999/2000 (1) Embarcadero Center Office San Francisco, CA — 179,697 847,410 524,483 195,986 1,355,604 — — 1,551,590 781,405 1970/1989 1998-1999 (1) 399 Park Avenue Office New York, NY — 339,200 700,358 408,846 354,107 1,094,297 — — 1,448,404 482,752 1961/2018 2002 (1) 601 Lexington Avenue Office New York, NY 989,181 241,600 494,782 545,612 289,639 992,355 — — 1,281,994 372,795 1977/1997/2021 2001 (1) Salesforce Tower Office San Francisco, CA — 200,349 946,205 7,623 200,349 953,828 — — 1,154,177 159,274 2018 2013 (1) 200 Clarendon Street and Garage Office Boston, MA — 219,543 667,884 251,372 250,910 887,889 — — 1,138,799 338,529 1976 2010 (1) 250 West 55th Street Office New York, NY — 285,263 603,167 52,917 285,263 656,084 — — 941,347 198,081 2014 2007 (1) 100 Federal Street Office Boston, MA — 131,067 435,954 127,199 131,067 563,153 — — 694,220 172,079 1971-1975/2017 2012 (1) Times Square Tower Office New York, NY — 165,413 380,438 140,281 169,193 516,939 — — 686,132 256,942 2004 2000 (1) Madison Centre Office Seattle, WA — 104,641 564,336 4,082 104,641 568,418 — — 673,059 35,516 2017 2022 (1) Carnegie Center Office Princeton, NJ — 142,666 316,856 177,545 94,243 484,024 58,800 — 637,067 267,232 1983-2016 1998/1999/2000/2007/2014/2017/2019 (1) Santa Monica Business Park Office Los Angeles, CA 295,649 46,360 410,421 164,229 210,471 410,535 4 — 621,010 865 1976-1980 2023 (1) 125 Broadway Office Cambridge, MA — 126,364 433,662 4,000 126,364 437,662 — — 564,026 20,717 2000 2022 (1) Reston Next Office Reston, VA — 35,549 525,277 — 2,901 557,925 — — 560,826 32,504 2022 1998 (1) Atlantic Wharf Office Boston, MA — 63,988 454,537 39,399 63,988 493,936 — — 557,924 180,686 2011 2007 (1) 2100 Pennsylvania Avenue Office Washington, DC — 185,203 324,206 — 185,203 324,206 — — 509,409 20,768 2023 N/A (1) 599 Lexington Avenue Office New York, NY — 81,040 100,507 258,659 87,852 352,354 — — 440,206 197,429 1986 1997 (1) Fountain Square Office Reston, VA — 56,853 306,298 49,874 56,853 356,172 — — 413,025 111,481 1986-1990 2012 (1) 510 Madison Avenue Office New York, NY — 103,000 253,665 33,100 103,000 286,765 — — 389,765 104,052 2012 2010 (1) 325 Main Street Office Cambridge, MA — (2) 21,596 312,492 30,933 21,596 343,425 — — 365,021 14,833 2022 1997 (1) 680 Folsom Street Office San Francisco, CA — 72,545 219,766 8,026 72,545 227,792 — — 300,337 80,964 2014 2012 (1) 145 Broadway Office Cambridge, MA — 121 273,013 26,359 23,367 276,126 — — 299,493 35,390 2019 1997 (1) 2200 Pennsylvania Avenue Office Washington, DC — — 183,541 114,090 102,979 194,652 — — 297,631 77,357 2011 2008 (1) South of Market and Democracy Tower Office Reston, VA — 13,603 237,479 30,952 13,687 268,347 — — 282,034 108,973 2008-2009 2003 (1) Bay Colony Corporate Center Office Waltham, MA — 18,789 148,451 96,639 18,789 240,416 4,674 — 263,879 113,123 1985-1989 2011 (1) 535 Mission Street Office San Francisco, CA — 40,933 148,378 4,629 40,934 153,006 — — 193,940 46,615 2015 2013 (1) 194 T able of Contents Boston Properties, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building Mountain View Research Park Office Mountain View, CA — 95,066 68,373 21,069 95,066 89,442 — — 184,508 33,095 1977-1981/2007-2013 2013 (1) Reservoir Place Office Waltham, MA — 18,605 104,124 56,160 20,108 156,954 1,827 — 178,889 90,808 1955/1987/2017 1997/1998 (1) 140 Kendrick Street Office Needham, MA — 18,095 66,905 71,861 19,092 137,769 — — 156,861 46,586 2000 2004 (1) 1330 Connecticut Avenue Office Washington, DC — 25,982 82,311 39,924 27,135 121,082 — — 148,217 53,332 1984/2018 2004 (1) 880 Winter Street Office Waltham, MA — 15,597 37,255 95,265 15,597 132,520 — — 148,117 10,056 1998/2022 2019 (1) One Freedom Square Office Reston, VA — 9,929 84,504 48,985 11,293 132,125 — — 143,418 68,406 2000 2003 (1) Two Freedom Square Office Reston, VA — 13,930 77,739 45,068 15,420 121,317 — — 136,737 44,662 2001 2003 (1) Kingstowne Towne Center Office Alexandria, VA — 18,021 109,038 4,665 18,062 113,662 — — 131,724 54,480 2003-2006 2007 (1) One and Two Reston Overlook Office Reston, VA — 16,456 66,192 45,224 16,179 111,693 — — 127,872 61,572 1999 2000 (1) Shady Grove Innovation District Office Rockville, MD — 52,030 64,212 10,676 26,834 34,954 65,130 — 126,918 4,701 1968-1985 2021 (1) Weston Corporate Center Office Weston, MA — 25,753 92,312 1,038 25,854 93,249 — — 119,103 41,485 2010 2001 (1) 355 Main Street Office Cambridge, MA 593,545 18,863 53,346 41,772 21,173 92,808 — — 113,981 36,957 1981/1996/2013 2006 (1) 17Fifty Presidents Street Office Reston, VA — — 113,362 162 — 113,524 — — 113,524 16,624 2020 2013 (1) 200 West Street Office Waltham, MA — 16,148 24,983 71,199 16,813 95,160 357 — 112,330 28,192 1999/2021 1997 (1) Discovery Square Office Reston, VA — 11,198 71,782 21,744 12,533 92,191 — — 104,724 57,015 2001 2003 (1) 10 CityPoint Office Waltham, MA — 1,953 85,752 7,571 2,288 92,988 — — 95,276 24,003 2016 1997 (1) 90 Broadway Office Cambridge, MA — (2) 19,104 52,078 22,742 20,785 73,139 — — 93,924 31,538 1983/1998/2013 2006 (1) Waltham Weston Corporate Center Office Waltham, MA — 10,385 60,694 20,705 11,097 80,687 — — 91,784 45,601 2003 1999 (1) 153 & 211 Second Avenue Office Waltham, MA — 33,233 55,940 718 33,233 55,940 718 — 89,891 6,186 1964-2006 2021 (1) 230 CityPoint Office Waltham, MA — 13,189 49,823 24,297 13,807 73,502 — — 87,309 40,959 1992 2005 (1) 20 CityPoint Office Waltham, MA — 4,887 72,764 7,072 4,887 79,836 — — 84,723 13,031 2020 2007 (1) Sumner Square Office Washington, DC — 624 28,745 51,253 27,837 52,785 — — 80,622 32,911 1985 1999 (1) 77 CityPoint Office Waltham, MA — 13,847 60,383 1,506 14,023 61,713 — — 75,736 26,943 2008 2001 (1) 2440 West El Camino Real Office Mountain View, CA — 16,741 51,285 6,565 16,741 57,850 — — 74,591 21,469 1987/2003 2011 (1) Wisconsin Place Office Chevy Chase, MD — — 53,349 13,834 — 67,183 — — 67,183 28,960 2009 2004 (1) Reston Corporate Center Office Reston, VA — 9,135 50,857 4,489 10,148 54,333 — — 64,481 34,194 1984 1998 (1) 255 Main Street Office Cambridge, MA — 134 25,110 33,330 548 58,026 — — 58,574 43,927 1987 1997 (1) University Place Office Cambridge, MA — — 37,091 15,768 4,807 48,052 — — 52,859 37,130 1985 1998 (1) 890 Winter Street Office Waltham, MA — 13,913 28,557 8,507 13,913 37,064 — — 50,977 7,296 1999 2019 (1) Capital Gallery Office Washington, DC — 4,725 29,565 10,361 8,662 35,989 — — 44,651 23,764 1981/2006 2007 (1) North First Business Park Office San Jose, CA — 23,398 13,069 5,258 23,378 18,347 — — 41,725 17,354 1981 2007 (1) 150 Broadway Office Cambridge, MA — 850 25,042 15,749 1,323 40,318 — — 41,641 18,506 1999 1997 (1) 105 Broadway Office Cambridge, MA — 1,299 12,943 12,723 2,395 24,570 — — 26,965 16,847 1990 1997 (1) Lexington Office Park Office Lexington, MA — 998 1,426 19,924 1,263 19,470 1,615 — 22,348 17,200 1982 1997 (1) The Point Office Waltham, MA — 6,395 10,040 546 6,492 10,489 — — 16,981 2,638 2015 2007 (1) 195 T able of Contents Boston Properties, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building 690 Folsom Street Office San Francisco, CA — 3,219 11,038 1,877 3,219 12,915 — — 16,134 4,280 2015 2012 (1) 33 Hayden Avenue Office Lexington, MA — 266 3,234 11,502 425 14,577 — — 15,002 9,090 1979 1997 (1) Avant Retail Office Reston, VA — 1,499 6,647 2,577 1,499 9,224 — — 10,723 3,587 2014 2010 (1) 92-100 Hayden Avenue Office Lexington, MA — 594 6,748 1,922 778 8,486 — — 9,264 7,388 1985 1997 (1) 32 Hartwell Avenue Office Lexington, MA — 168 1,943 6,403 314 8,200 — — 8,514 2,931 1968/1979/1987 1997 (1) 250 Binney Street Office Cambridge, MA — 110 4,483 3,593 273 7,913 — 8,186 7,244 1983 1997 (1) 453 Ravendale Drive Office Mountain View, CA — 5,477 1,090 1,286 5,477 2,376 — — 7,853 1,086 1977 2012 (1) 17 Hartwell Avenue Office Lexington, MA — 26 150 6,064 65 6,175 — 6,240 3,755 1968 1997 (1) The Skylyne Residential Oakland, CA — 28,962 239,077 1,792 28,962 240,869 — — 269,831 20,181 2020 N/A (1) Signature at Reston Residential Reston, VA — 27,076 190,580 3,817 27,076 194,397 — — 221,473 27,876 2018 2013 (1) Proto Kendall Square Residential Cambridge, MA — 9,243 127,248 3,336 9,245 130,582 — — 139,827 17,820 2018 2015 (1) The Lofts at Atlantic Wharf Residential Boston, MA — 3,529 54,891 2,509 3,529 57,400 — — 60,929 18,631 2011 2007 (1) Boston Marriott Cambridge Hotel Cambridge, MA — 478 37,918 32,131 1,201 68,697 629 — 70,527 53,282 1986/2017 1997 (1) Kendall Center Green Garage Garage Cambridge, MA — (2) — 35,035 7,335 103 42,267 — — 42,370 18,414 1984 2006 (1) Kendall Center Yellow Garage Garage Cambridge, MA — 1,256 15,697 1,743 1,434 17,262 — — 18,696 7,857 2006 2004 (1) 290 Binney Street Development Cambridge, MA — — — 243,099 1,054 — — 242,045 243,099 — N/A 1997 N/A 180 CityPoint Development Waltham, MA — — — 214,754 10,908 108,970 — 94,876 214,754 541 N/A 2006 N/A 300 Binney Street Development Cambridge, MA — 18,080 51,262 38,454 18,080 27,805 — 61,911 107,796 6,719 2013 2009 N/A 103 CityPoint Development Waltham, MA — — — 88,190 4,672 3,025 8,672 71,821 88,190 18 N/A 2007 N/A Reston Next Office Phase II Development Reston, VA — — — 39,201 — — — 39,201 39,201 — N/A 1998 N/A Reston Next Retail Development Reston, VA — — — 8,367 — — — 8,367 8,367 — N/A 1998 N/A 343 Madison Avenue Land New York, NY — — — 206,052 158,885 — 47,167 — 206,052 — N/A 2023 N/A 777 Harrison Street Land San Francisco, CA — 144,647 — 28,334 — 47 172,934 — 172,981 29 N/A 2020 N/A Back Bay Station Master Plan Land Boston, MA — — — 78,150 — — 78,150 — 78,150 — N/A N/A N/A 3625-3635 Peterson Way Land Santa Clara, CA — 63,206 — 5,173 — — 68,379 — 68,379 — N/A 2016 N/A Kendall Center Master Plan Land Cambridge, MA — — — 48,857 — — 48,857 — 48,857 — N/A 1997 N/A North First Master Plan Land San Jose, CA — 35,004 — 4,068 — — 39,072 — 39,072 — N/A 2007 N/A Plaza at Almaden Land San Jose, CA — — — 38,163 — — 38,163 — 38,163 — N/A 2006 N/A CityPoint South Master Plan Land Waltham, MA — — — 25,594 — — 25,594 — 25,594 — N/A N/A N/A Springfield Metro Center Land Springfield, VA — — — 19,896 — — 19,896 — 19,896 — N/A 2007 N/A Reston Gateway Master Plan Land Reston, VA — — — 13,908 — — 13,908 — 13,908 — N/A 1998 N/A Weston Quarry Land Weston, MA — — — 1,249 — — 1,249 — 1,249 — N/A 2001 N/A Broad Run Business Park Land Loudoun County, VA — — — 1,186 — — 1,186 — 1,186 — N/A 1998 N/A Reston Overlook Master Plan Land Reston, VA — — — 80 — — 80 — 80 — N/A 2000 N/A $ 4,166,379 (3) $ 5,637,035 $ 15,478,086 $ 6,306,350 $ 5,953,798 (4) $ 20,223,332 (5) $ 697,061 (6) $ 547,280 $ 27,421,471 $ 6,841,404 196 T able of Contents Note: Total Real Estate does not include Furniture, Fixtures and Equipment totaling approximately $ 53,716 . Accumulated Depreciation does not include approximately $ 40,324 of accumulated depreciation related to Furniture, Fixtures and Equipment. Office type includes office, life sciences, and retail properties. The aggregate cost and accumulated depreciation for tax purposes was approximately $ 25.2 billion and $ 5.9 billion, respectively. (1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 40 years. (2) This property is encumbered with the mortgage note shown at 355 Main Street. See Note 7 to the Consolidated Financial Statements. (3) Includes unamortized deferred financing costs and fair value debt adjustment totaling approximately $( 33.6 ) million. (4) Includes Right of Use Assets - Finance Leases and Right of Use Assets - Operating Leases of approximately $ 378,276 and $ 324,298 , respectively. (5) Includes Right of Use Assets - Finance Leases of approximately $ 23,404 . (6) Includes pre-development costs. 197 T able of Contents Boston Properties, Inc. Real Estate and Accumulated Depreciation December 31, 2023, 2022 and 2021 (dollars in thousands) A summary of activity for real estate and accumulated depreciation is as follows: 2023 2022 2021 Real Estate: Balance at the beginning of the year $ 25,744,214 $ 24,108,220 $ 23,303,303 Additions to/improvements of real estate 1,811,036 2,228,000 1,145,084 Assets sold/written-off ( 133,779 ) ( 592,006 ) ( 340,167 ) Balance at the end of the year $ 27,421,471 $ 25,744,214 $ 24,108,220 Accumulated Depreciation: Balance at the beginning of the year $ 6,260,992 $ 5,848,183 $ 5,501,637 Depreciation expense 714,191 646,020 623,854 Assets sold/written-off ( 133,779 ) ( 233,211 ) ( 277,308 ) Balance at the end of the year $ 6,841,404 $ 6,260,992 $ 5,848,183 Note: Real Estate and Accumulated Depreciation amounts do not include Furniture, Fixtures and Equipment. 198 T able of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building 767 Fifth Avenue (the General Motors Building) Office New York, NY $ 2,288,004 $ 1,796,252 $ 1,532,654 $ 365,829 $ 1,796,252 $ 1,898,483 $ — $ — $ 3,694,735 $ 507,660 1968/2019 2013 (1) Prudential Center Office Boston, MA — 92,077 948,357 732,224 100,535 1,643,064 — 29,059 1,772,658 754,356 1965/1993/2002/2016-2017 1998/1999/2000 (1) Embarcadero Center Office San Francisco, CA — 179,697 847,410 462,102 180,419 1,308,790 — — 1,489,209 760,144 1970/1989 1998-1999 (1) 399 Park Avenue Office New York, NY — 339,200 700,358 349,238 339,200 1,049,596 — — 1,388,796 462,543 1961/2018 2002 (1) 601 Lexington Avenue Office New York, NY 989,181 241,600 494,782 508,526 279,281 965,627 — — 1,244,908 360,656 1977/1997/2021 2001 (1) Salesforce Tower Office San Francisco, CA — 200,349 946,205 7,623 200,349 953,828 — — 1,154,177 159,274 2018 2013 (1) 200 Clarendon Street and Garage Office Boston, MA — 219,543 667,884 251,372 250,910 887,889 — — 1,138,799 338,529 1976 2010 (1) 250 West 55th Street Office New York, NY — 285,263 603,167 52,917 285,263 656,084 — — 941,347 198,081 2014 2007 (1) 100 Federal Street Office Boston, MA — 131,067 435,954 127,199 131,067 563,153 — — 694,220 172,079 1971-1975/2017 2012 (1) Madison Centre Office Seattle, WA — 104,641 564,336 4,082 104,641 568,418 673,059 35,516 2017 2022 (1) Times Square Tower Office New York, NY — 165,413 380,438 102,302 159,694 488,459 — — 648,153 244,067 2004 2000 (1) Carnegie Center Office Princeton, NJ — 142,666 316,856 162,582 90,501 472,803 58,800 — 622,104 262,096 1983-2016 1998/1999/2000/2007/2014/2017/2019 (1) Santa Monica Business Park Office Los Angeles, CA 295,649 46,360 410,421 164,229 210,471 410,535 4 — 621,010 865 1976-1980 2023 (1) 125 Broadway Office Cambridge, MA — 126,364 433,662 4,000 126,364 437,662 — — 564,026 20,717 2000 2022 (1) Reston Next Office Reston, VA — 35,549 525,277 — 2,901 557,925 — — 560,826 32,504 2022 1998 (1) Atlantic Wharf Office Boston, MA — 63,988 454,537 39,399 63,988 493,936 — — 557,924 180,686 2011 2007 (1) 2100 Pennsylvania Avenue Office Washington, DC — 185,203 324,206 — 185,203 324,206 — — 509,409 20,768 2023 N/A (1) Fountain Square Office Reston, VA — 56,853 306,298 49,874 56,853 356,172 — — 413,025 111,481 1986-1990 2012 (1) 599 Lexington Avenue Office New York, NY — 81,040 100,507 231,417 81,040 331,924 — — 412,964 188,193 1986 1997 (1) 510 Madison Avenue Office New York, NY — 103,000 253,665 33,100 103,000 286,765 — — 389,765 104,052 2012 2010 (1) 325 Main Street Office Cambridge, MA — (2) 21,596 312,492 30,740 21,403 343,425 — — 364,828 14,833 2022 1997 (1) 680 Folsom Street Office San Francisco, CA — 72,545 219,766 8,026 72,545 227,792 — — 300,337 80,964 2014 2012 (1) 145 Broadway Office Cambridge, MA — 121 273,013 26,156 23,164 276,126 — — 299,290 35,390 2019 1997 (1) 2200 Pennsylvania Avenue Office Washington, DC — — 183,541 114,090 102,979 194,652 — — 297,631 77,357 2011 2008 (1) South of Market and Democracy Tower Office Reston, VA — 13,603 237,479 30,616 13,603 268,095 — — 281,698 108,875 2008-2009 2003 (1) Bay Colony Corporate Center Office Waltham, MA — 18,789 148,451 96,639 18,789 240,416 4,674 — 263,879 113,123 1985-1989 2011 (1) 535 Mission Street Office San Francisco, CA — 40,933 148,378 4,629 40,934 153,006 — — 193,940 46,615 2015 2013 (1) Mountain View Research Park Office Mountain View, CA — 95,066 68,373 21,069 95,066 89,442 — — 184,508 33,095 1977-1981/2007-2013 2013 (1) Reservoir Place Office Waltham, MA — 18,605 104,124 52,085 19,089 153,898 1,827 — 174,814 89,426 1955/1987/2017 1997/1998 (1) 140 Kendrick Street Office Needham, MA — 18,095 66,905 67,871 18,095 134,776 — — 152,871 45,233 2000 2004 (1) 880 Winter Street Office Waltham, MA — 15,597 37,255 95,265 15,597 132,520 — — 148,117 10,056 1998/2022 2019 (1) 199 T able of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building 1330 Connecticut Avenue Office Washington, DC — 25,982 82,311 35,311 25,982 117,622 — — 143,604 51,767 1984/2018 2004 (1) One Freedom Square Office Reston, VA — 9,929 84,504 43,348 9,883 127,898 — — 137,781 66,495 2000 2003 (1) Kingstowne Towne Center Office Alexandria, VA — 18,021 109,038 4,501 18,021 113,539 — — 131,560 54,432 2003-2006 2007 (1) Two Freedom Square Office Reston, VA — 13,930 77,739 38,856 13,866 116,659 — — 130,525 42,556 2001 2003 (1) Shady Grove Innovation District Office Rockville, MD — 52,030 64,212 10,676 26,834 34,954 65,130 — 126,918 4,701 1968-1985 2021 (1) One and Two Reston Overlook Office Reston, VA — 16,456 66,192 40,806 15,074 108,380 — — 123,454 60,074 1999 2000 (1) Weston Corporate Center Office Weston, MA — 25,753 92,312 1,038 25,854 93,249 — — 119,103 41,485 2010 2001 (1) 355 Main Street Office Cambridge, MA 593,545 18,863 53,346 41,474 21,098 92,585 — — 113,683 36,858 1981/1996/2013 2006 (1) 17Fifty Presidents Street Office Reston, VA — — 113,362 162 — 113,524 — — 113,524 16,624 2020 2013 (1) 200 West Street Office Waltham, MA — 16,148 24,983 68,538 16,148 93,164 357 — 109,669 27,290 1999/2021 1997 (1) Discovery Square Office Reston, VA — 11,198 71,782 16,199 11,146 88,033 — — 99,179 55,135 2001 2003 (1) 10 CityPoint Office Waltham, MA — 1,953 85,752 7,410 2,127 92,988 — — 95,115 24,003 2016 1997 (1) 90 Broadway Office Cambridge, MA — (2) 19,104 52,078 22,563 20,741 73,004 — — 93,745 31,484 1983/1998/2013 2006 (1) 153 & 211 Second Avenue Office Waltham, MA — 33,233 55,940 718 33,233 55,940 718 — 89,891 6,186 1964-2006 2021 (1) Waltham Weston Corporate Center Office Waltham, MA — 10,385 60,694 17,718 10,350 78,447 — — 88,797 44,588 2003 1999 (1) 230 CityPoint Office Waltham, MA — 13,189 49,823 22,680 13,403 72,289 — — 85,692 40,413 1992 2005 (1) 20 CityPoint Office Waltham, MA — 4,887 72,764 7,072 4,887 79,836 — — 84,723 13,031 2020 2007 (1) Sumner Square Office Washington, DC — 624 28,745 49,173 27,317 51,225 — — 78,542 32,209 1985 1999 (1) 77 CityPoint Office Waltham, MA — 13,847 60,383 1,401 13,997 61,634 — — 75,631 26,911 2008 2001 (1) 2440 West El Camino Real Office Mountain View, CA — 16,741 51,285 6,565 16,741 57,850 — — 74,591 21,469 1987/2003 2011 (1) Wisconsin Place Office Chevy Chase, MD — — 53,349 13,834 — 67,183 — — 67,183 28,960 2009 2004 (1) Reston Corporate Center Office Reston, VA — 9,135 50,857 1,878 9,496 52,374 — — 61,870 33,309 1984 1998 (1) 255 Main Street Office Cambridge, MA — 134 25,110 31,674 134 56,784 — — 56,918 43,368 1987 1997 (1) University Place Office Cambridge, MA — — 37,091 14,318 4,807 46,602 — — 51,409 36,037 1985 1998 (1) 890 Winter Street Office Waltham, MA — 13,913 28,557 8,507 13,913 37,064 — — 50,977 7,296 1999 2019 (1) North First Business Park Office San Jose, CA — 23,398 13,069 5,235 23,372 18,330 — — 41,702 17,347 1981 2007 (1) Capital Gallery Office Washington, DC — 4,725 29,565 5,698 6,128 33,860 — — 39,988 22,801 1981/2006 2007 (1) 150 Broadway Office Cambridge, MA — 850 25,042 13,744 822 38,814 — — 39,636 17,823 1999 1997 (1) 105 Broadway Office Cambridge, MA — 1,299 12,943 10,617 1,868 22,991 — — 24,859 16,133 1990 1997 (1) Lexington Office Park Office Lexington, MA — 998 1,426 19,160 1,072 18,897 1,615 — 21,584 16,945 1982 1997 (1) The Point Office Waltham, MA — 6,395 10,040 546 6,492 10,489 — — 16,981 2,638 2015 2007 (1) 690 Folsom Street Office San Francisco, CA — 3,219 11,038 1,877 3,219 12,915 — — 16,134 4,280 2015 2012 (1) 33 Hayden Avenue Office Lexington, MA — 266 3,234 10,865 266 14,099 — — 14,365 8,873 1979 1997 (1) Avant Retail Office Reston, VA — 1,499 6,647 2,577 1,499 9,224 — — 10,723 3,587 2014 2010 (1) 92-100 Hayden Avenue Office Lexington, MA — 594 6,748 1,193 595 7,940 — — 8,535 7,140 1985 1997 (1) 200 T able of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2023 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building 32 Hartwell Avenue Office Lexington, MA — 168 1,943 5,817 168 7,760 — — 7,928 2,731 1968/1979/1987 1997 (1) 453 Ravendale Drive Office Mountain View, CA — 5,477 1,090 1,286 5,477 2,376 — — 7,853 1,086 1977 2012 (1) 250 Binney Street Office Cambridge, MA — 110 4,483 2,939 110 7,422 — 7,532 7,026 1983 1997 (1) 17 Hartwell Avenue Office Lexington, MA — 26 150 5,907 26 6,057 — — 6,083 3,701 1968 1997 (1) The Skylyne Residential Oakland, CA — 28,962 239,077 1,792 28,962 240,869 — — 269,831 20,181 2020 N/A (1) Signature at Reston Residential Reston, VA — 27,076 190,580 3,817 27,076 194,397 — — 221,473 27,876 2018 2013 (1) Proto Kendall Square Residential Cambridge, MA — 9,243 127,248 3,336 9,245 130,582 — — 139,827 17,820 2018 2015 (1) The Lofts at Atlantic Wharf Residential Boston, MA — 3,529 54,891 2,509 3,529 57,400 — — 60,929 18,631 2011 2007 (1) Boston Marriott Cambridge Hotel Cambridge, MA — 478 37,918 29,240 478 66,529 629 — 67,636 52,302 1986/2017 1997 (1) Kendall Center Green Garage Garage Cambridge, MA — (2) — 35,035 6,921 — 41,956 — — 41,956 18,275 1984 2006 (1) Kendall Center Yellow Garage Garage Cambridge, MA — 1,256 15,697 1,031 1,256 16,728 — — 17,984 7,619 2006 2004 (1) 290 Binney Street Development Cambridge, MA — — — 242,683 638 — — 242,045 242,683 — N/A 1997 N/A 180 CityPoint Development Waltham, MA — — — 214,754 10,908 108,970 — 94,876 214,754 541 N/A 2006 N/A 300 Binney Street Development Cambridge, MA — 18,080 51,262 38,454 18,080 27,805 — 61,911 107,796 6,719 2013 2009 N/A 103 CityPoint Development Waltham, MA — — — 88,188 4,670 3,025 8,672 71,821 88,188 18 N/A 2007 N/A Reston Next Office Phase II Development Reston, VA — — — 39,201 — — — 39,201 39,201 — N/A 1998 N/A Reston Next Retail Development Reston, VA — — — 8,367 — — — 8,367 8,367 — N/A 1998 N/A 343 Madison Avenue Land New York, NY — — — 206,052 158,885 — 47,167 — 206,052 — N/A 2023 N/A 777 Harrison Street Land San Francisco, CA — 144,647 — 28,334 — 47 172,934 — 172,981 29 N/A 2020 N/A Back Bay Station Master Plan Land Boston, MA — — — 78,150 — — 78,150 — 78,150 — N/A N/A N/A 3625-3635 Peterson Way Land Santa Clara, CA — 63,206 — 5,173 — — 68,379 — 68,379 — N/A 2016 N/A Kendall Center Master Plan Land Cambridge, MA — — — 48,857 — — 48,857 — 48,857 — N/A 1997 N/A North First Master Plan Land San Jose, CA — 35,004 — 4,068 — — 39,072 — 39,072 — N/A 2007 N/A Plaza at Almaden Land San Jose, CA — — — 38,163 — — 38,163 — 38,163 — N/A 2006 N/A CityPoint South Master Plan Land Waltham, MA — — — 25,594 — — 25,594 — 25,594 — N/A N/A N/A Springfield Metro Center Land Springfield, VA — — — 19,896 — — 19,896 — 19,896 — N/A 2007 N/A Reston Gateway Master Plan Land Reston, VA — — — 13,908 — — 13,908 — 13,908 — N/A 1998 N/A Weston Quarry Land Weston, MA — — — 1,249 — — 1,249 — 1,249 — N/A 2001 N/A Broad Run Business Park Land Loudoun County, VA — — — 1,186 — — 1,186 — 1,186 — N/A 1998 N/A Reston Overlook Master Plan Land Reston, VA — — — 80 — — 80 — 80 — N/A 2000 N/A $ 4,166,379 (3) $ 5,637,035 $ 15,478,086 $ 5,940,085 $ 5,859,089 (4) $ 19,951,776 (5) $ 697,061 (6) $ 547,280 $ 27,055,206 $ 6,718,037 Note: Total Real Estate does not include Furniture, Fixtures and Equipment totaling approximately $ 53,716 . Accumulated Depreciation does not include approximately $ 40,324 of accumulated depreciation related to Furniture, Fixtures and Equipment. Office type includes office, life sciences, and retail properties. 201 T able of Contents The aggregate cost and accumulated depreciation for tax purposes was approximately $ 28.2 billion and $ 6.6 billion, respectively. (1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 40 years. (2) This property is encumbered with the mortgage note shown at 355 Main Street. See Note 7 to the Consolidated Financial Statements. (3) Includes unamortized deferred financing costs and fair value debt adjustment totaling approximately $( 33.6 ) million. (4) Includes Right of Use Assets - Finance Leases and Right of Use Assets - Operating Leases of approximately $ 378,276 and $ 324,298 , respectively. (5) Includes Right of Use Assets - Finance Leases of approximately $ 23,404 . (6) Includes pre-development costs. 202 T able of Contents Boston Properties Limited Partnership Real Estate and Accumulated Depreciation December 31, 2023, 2022 and 2021 (dollars in thousands) A summary of activity for real estate and accumulated depreciation is as follows: 2023 2022 2021 Real Estate: Balance at the beginning of the year $ 25,376,700 $ 23,734,833 $ 22,926,494 Additions to/improvements of real estate 1,811,036 2,228,000 1,145,084 Assets sold/written-off ( 132,530 ) ( 586,133 ) ( 336,745 ) Balance at the end of the year $ 27,055,206 $ 25,376,700 $ 23,734,833 Accumulated Depreciation: Balance at the beginning of the year $ 6,143,384 $ 5,736,240 $ 5,396,111 Depreciation expense 707,183 638,538 615,553 Assets sold/written-off ( 132,530 ) ( 231,394 ) ( 275,424 ) Balance at the end of the year $ 6,718,037 $ 6,143,384 $ 5,736,240 Note: Real Estate and Accumulated Depreciation amounts do not include Furniture, Fixtures and Equipment. 203 T able of Contents (b) Exhibits 2.1 — Transfer Agreement, dated May 31, 2013, by and among BP 767 Fifth LLC, Sungate Fifth Avenue LLC, 767 LLC and BP/DC 767 Fifth LLC. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on June 3, 2013.) 2.2 — Purchase and Sale Agreement by and among NBIM Walker 601 LEX NYC LLC, NBIM Walker 100 FED BOS LLC, NBIM Walker ATW BOS LLC and Boston Properties Limited Partnership, dated September 16, 2014. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on September 18, 2014.) 3.1 — Form of Amended and Restated Certificate of Incorporation of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Registration Statement on Form S-11, File No. 333-25279.) 3.2 — Amended and Restated Certificate of Designations of Series E Junior Participating Cumulative Preferred Stock of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on June 18, 2007.) 3.3 — Certificate of Amendment of Amended and Restated Certificate of Incorporation of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on May 20, 2010.) 3.4 — Certificate of Designations of 92,000 shares of 5.25% Series B Cumulative Redeemable Preferred Stock of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A of Boston Properties, Inc. filed on March 22, 2013.) 3.5 — Third Amended and Restated By-laws of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on May 19, 2016.) 3.6 — Amendment No. 1 to Third Amended and Restated By-laws of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on March 24, 2020.) 3.7 — Form of Certificate of Designations for Series A Preferred Stock. (Incorporated by reference to Exhibit 99.26 to Boston Properties, Inc.’s Current Report on Form 8-K filed on November 25, 1998.) 4.1 — Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.3 to Boston Properties, Inc.’s Registration Statement on Form S-11, File No. 333-25279.) 4.2 — Description of the Securities of Boston Properties, Inc. and Boston Properties Limited Partnership (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of Boston Properties, Inc and Boston Properties Limited Partnership filed on February 25, 2022.) 4.3 — Indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to Boston Properties, Inc.’s Current Report on Form 8-K/A filed on December 13, 2002.) 4.4 — Supplemental Indenture No. 14, dated as of June 27, 2013, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee, including a form of the 3.800% Senior Note due 2024. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on July 1, 2013.) 4.5 — Supplemental Indenture No. 15, dated as of January 20, 2016, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee, including a form of the 3.650% Senior Note due 2026. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on January 20, 2016.) 4.6 — Supplemental Indenture No. 16, dated as of August 17, 2016, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.750% Senior Note due 2026. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on August 17, 2016.) 4.7 — Supplemental Indenture No. 17, dated as of December 4, 2017, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.200% Senior Note due 2025. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on December 4, 2017.) 204 T able of Contents 4.8 — Supplemental Indenture No. 18, dated as of November 28, 2018, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 4.500% Senior Note due 2028. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on November 28, 2018.) 4.9 — Supplemental Indenture No. 19, dated as of June 21, 2019, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.400% Senior Note due 2029. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on June 21, 2019.) 4.10 — Supplemental Indenture No. 20, dated as of September 3, 2019, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.900% Senior Note due 2030. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on September 3, 2019.) 4.11 — Supplemental Indenture No. 21, dated as of May 5, 2020, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.250% Senior Note due 2031. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 5, 2020.) 4.12 — Supplemental Indenture No. 22, dated as of March 16, 2021, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.550% Senior Note due 2032. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on March 16, 2021.) 4.13 — Supplemental Indenture No. 23, dated as of September 29, 2021, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.450% Senior Note due 2033. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on September 29, 2021.) 4.14 — Supplemental Indenture No. 24, dated as of November 17, 2022, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 6.750% Senior Note due 2027. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on November 17, 2022.) 4.15 Supplemental Indenture No. 25, dated as of May 15, 2023, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 6.500% Senior Note due 2034. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 15, 2023.) 10.1 — Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of June 29, 1998. (Incorporated by reference to Exhibit 99.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on July 15, 1998.) 10.2 — Certificate of Designations for the Series Four Preferred Units, dated as of August 29, 2012, constituting an amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Boston Properties, Inc. filed on November 8, 2012.) 10.3 — Certificate of Designations for the 5.25% Series B Cumulative Redeemable Preferred Units, dated as of March 20, 2013, constituting an amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on March 22, 2013.) 10.4 — Forty-Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of April 11, 2003, by Boston Properties, Inc., as general partner. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on August 14, 2003.) 10.5 — Seventy-Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of January 24, 2008, by Boston Properties, Inc., as general partner. (Incorporated by reference to Exhibit 10.3 to Boston Properties, Inc.’s Current Report on Form 8-K filed on January 29, 2008.) 205 T able of Contents 10.6 — Ninety-Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of October 21, 2010. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 5, 2010.) 10.7 — One Hundred Forty-Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of December 15, 2017. (Incorporated by reference to Exhibit 10.7 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2018.) 10.8* — Second Amendment and Restatement of Boston Properties, Inc. 1997 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on April 6, 2007.) 10.9* — Boston Properties, Inc. 2012 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on March 30, 2012.) 10.10* — Boston Properties, Inc. 2021 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 20, 2021). 10.11* — Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.59 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.12* — First Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.60 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.13* — Second Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.61 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.14* — Third Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Boston Properties, Inc. and Boston Properties Limited Partnership filed on August 6, 2021.) 10.15* — Boston Properties Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2009. (Incorporated by reference to Exhibit 10.10 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.16* — Employment Agreement by and between Douglas T. Linde and Boston Properties, Inc. dated as of November 29, 2002. (Incorporated by reference to Exhibit 10.12 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.17* — First Amendment to Employment Agreement, dated as of November 1, 2007, by and between Boston Properties, Inc. and Douglas T. Linde. (Incorporated by reference to Exhibit 10.3 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.18* — Second Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Douglas T. Linde. (Incorporated by reference to Exhibit 10.19 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.19* — Second Amended and Restated Employment Agreement, dated as of February 28, 2023, by and between Boston Properties, Inc. and Raymond A. Ritchey. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on March 2, 2023.) 10.20* — Employment Agreement by and between Michael E. LaBelle and Boston Properties, Inc. dated as of January 24, 2008. (Incorporated by reference to Exhibit 10.2 to Boston Properties, Inc.’s Current Report on Form 8-K filed on January 29, 2008.) 10.21* — First Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Michael E. LaBelle. (Incorporated by reference to Exhibit 10.27 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.22* — Employment Agreement by and between Bryan J. Koop and Boston Properties, Inc. dated as of November 29, 2002. (Incorporated by reference to Exhibit 10.10 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.23* — First Amendment to Employment Agreement, dated as of November 1, 2007, by and between Boston Properties, Inc. and Bryan J. Koop. (Incorporated by reference to Exhibit 10.7 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 206 T able of Contents 10.24* — Second Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Bryan J. Koop. (Incorporated by reference to Exhibit 10.33 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.25* — Employment Agreement by and between Robert E. Pester and Boston Properties, Inc. dated as of December 16, 2002. (Incorporated by reference to Exhibit 10.14 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.26* — First Amendment to Employment Agreement, dated as of November 1, 2007, by and between Boston Properties, Inc. and Robert E. Pester. (Incorporated by reference to Exhibit 10.9 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.27* — Second Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Robert E. Pester. (Incorporated by reference to Exhibit 10.40 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.28* — Amended and Restated Employment Agreement by and between Owen D. Thomas and Boston Properties, Inc. dated as of November 4, 2023. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.'s Quarterly Report on Form 10-Q filed on November 7, 2023.) 10.29* — Boston Properties, Inc. Senior Executive Severance Plan. (Incorporated by reference to Exhibit 10.19 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.30* — First Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.13 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.31* — Second Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of December 15, 2008. (Incorporated by reference to Exhibit 10.52 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.32* — Third Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of January 8, 2014. (Incorporated by reference to Exhibit 10.48 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2014.) 10.33* — Boston Properties, Inc. Executive Severance Plan, dated as of July 30, 1998. (Incorporated by reference to Exhibit 10.20 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.34* — First Amendment to the Boston Properties, Inc. Executive Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.14 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.35* — Second Amendment to the Boston Properties, Inc. Executive Severance Plan, dated as of January 8, 2014. (Incorporated by reference to Exhibit 10.51 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2014.) 10.36* — Boston Properties, Inc. Officer Severance Plan, dated as of July 30, 1998. (Incorporated by reference to Exhibit 10.15 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.37* — First Amendment to the Boston Properties, Inc. Officer Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.16 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.38* — Second Amendment to the Boston Properties, Inc. Officer Severance Plan, dated as of December 15, 2008. (Incorporated by reference to Exhibit 10.57 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.39* — Form of Indemnification Agreement by and among Boston Properties, Inc., Boston Properties Limited Partnership and certain officers and directors of the Company. (Incorporated by reference to Exhibit 10.43 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2020.) 10.40* — Director Appointment Agreement, dated as of January 20, 2011, by and between Matthew J. Lustig and Boston Properties, Inc. (Incorporated by reference to Exhibit 10.55 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 25, 2011.) 10.41* — Boston Properties, Inc. Non-Employee Director Compensation Plan. (Incorporated by reference to Appendix B to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on April 6, 2022.) 10.42 — Ninth Amended and Restated Credit Agreement, dated as of June 15, 2021, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 16, 2021.) 207 T able of Contents 10.43 — First Amendment to Ninth Amended and Restated Credit Agreement, dated as of June 1, 2023, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 6, 2023.) 10.44 — Credit Agreement, dated as of January 4, 2023, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on January 9, 2023.) 21.1 — Subsidiaries of Boston Properties, Inc. and Boston Properties Limited Partnership (Filed herewith.) 23.1 — Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting firm for Boston Properties, Inc. (Filed herewith.) 23.2 — Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting firm for Boston Properties Limited Partnership. (Filed herewith.) 31.1 — Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Boston Properties, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.2 — Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Boston Properties, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.3 — Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Boston Properties Limited Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.4 — Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Boston Properties Limited Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 32.1 — Section 1350 Certification of Chief Executive Officer of Boston Properties, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.2 — Section 1350 Certification of Chief Financial Officer of Boston Properties, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.3 — Section 1350 Certification of Chief Executive Officer of Boston Properties Limited Partnership pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.4 — Section 1350 Certification of Chief Financial Officer of Boston Properties Limited Partnership pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 97.1 — Compensation Recovery Policy of Boston Properties, Inc. (Filed herewith). 101.SCH — Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.) 101.CAL — Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.LAB — Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE — Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 101.DEF — Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 104 — Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.) * Indicates management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K. Item 16. Form 10-K Summary. Not Applicable. 208 T able of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Boston Properties, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOSTON PROPERTIES, INC. February 27, 2024 /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Chief Financial Officer (duly authorized officer and principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Boston Properties, Inc., and in the capacities and on the dates indicated. February 27, 2024 By: /s/ O WEN D. T HOMAS Owen D. Thomas Chairman of the Board, Chief Executive Officer and Principal Executive Officer By: /s/ D OUGLAS T. L INDE Douglas T. Linde Director and President By: /s/ K ELLY A. A YOTTE Kelly A. Ayotte Director By: /s/ B RUCE W . D UNCAN Bruce W. Duncan Director By: /s/ C AROL B. E INIGER Carol B. Einiger Director By: /s/ D IANE J. H OSKINS Diane J. Hoskins Director By: /s/ M ARY E. K IPP Mary E. Kipp Director By: /s/ J OEL I. K LEIN Joel I. Klein Director 209 T able of Contents By: /s/ M ATTHEW J. L USTIG Matthew J. Lustig Director By: /s/ W ILLIAM H. W ALTON , III William H. Walton, III Director By: /s/ D EREK A. (T ONY ) W EST Derek A. (Tony) West Director By: /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Principal Financial Officer By: /s/ M ICHAEL R . W ALSH Michael R. Walsh Senior Vice President, Chief Accounting Officer and Principal Accounting Officer 210 T able of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Boston Properties Limited Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its General Partner February 27, 2024 /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Chief Financial Officer (duly authorized officer and principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Boston Properties, Inc., as general partner of Boston Properties Limited Partnership, and in the capacities and on the dates indicated. February 27, 2024 By: /s/ O WEN D. T HOMAS Owen D. Thomas Chairman of the Board, Chief Executive Officer and Principal Executive Officer By: /s/ D OUGLAS T. L INDE Douglas T. Linde Director and President By: /s/ K ELLY A. A YOTTE Kelly A. Ayotte Director By: /s/ B RUCE W . D UNCAN Bruce W. Duncan Director By: /s/ C AROL B. E INIGER Carol B. Einiger Director By: /s/ D IANE J. H OSKINS Diane J. Hoskins Director By: /s/ M ARY E. K IPP Mary E. Kipp Director By: /s/ J OEL I. K LEIN Joel I. Klein Director 211 T able of Contents By: /s/ M ATTHEW J. L USTIG Matthew J. Lustig Director By: /s/ W ILLIAM H. W ALTON , III William H. Walton, III Director By: /s/ D EREK A. (T ONY ) W EST Derek A. (Tony) West Director By: /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Principal Financial Officer By: /s/ M ICHAEL R . W ALSH Michael R. Walsh Senior Vice President, Chief Accounting Officer and Principal Accounting Officer 212