What changed in this filing

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Item 5. Other Information

2024-11-05 compared with 2024-08-05 · 18 added, 24 removed, 37 unchanged (53% of the section changed)

ITEM 5—Other Information.

(c) During the three months ended June 30, 2024, 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).

(c) During the three months ended September 30, 2024, 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 6—Exhibits.

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.

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 — Certificate of Amendment to Boston Properties, Inc.’s Amended and Restated Certificate of Incorporation (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 June 20, 2024.)

3.1 — Amended and Restated By-laws of BXP, Inc.

1 unchanged sentence

and Boston Properties Limited Partnership filed on July 25, 2024.)

10.1 — Two Hundred and Nineteenth 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.

and Boston Properties Limited Partnership filed on June 20, 2024.)

10.2* — Fourth Amendment to the Boston Properties, Inc.

1999 Non-Qualified Employee Stock Purchase 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 24, 2024.)

31.1 — Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for B XP , Inc.

4.1 — Supplemental Indenture No.

26, dated as of August 26, 2024, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee;

including a form of the 5.750% Senior Note due 2035.

(Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of BXP, Inc.

and Boston Properties Limited Partnership filed on August 26, 2024.)

10.1 — Second Amendment to Ninth Amended and Restated Credit Agreement, dated as of June 27, 2024, among Boston Properties Limited Partnership and the lenders identified therein.

(Filed herewith.)

31.2 — Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for B XP , Inc.

10.2 — Third Amendment to Ninth Amended and Restated Credit Agreement, dated as of August 2, 2024, among Boston Properties Limited Partnership and the lenders identified therein.

(Filed herewith.)

10.3 — First Amendment to Credit Agreement, dated as of August 2, 2024, among Boston Properties Limited Partnership and the lenders identified therein.

(Filed herewith.)

31.1 — Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for BXP, Inc.

(Filed herewith.)

31.2 — Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for BXP, Inc.

(Filed herewith.)

31.3 — Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Boston Properties Limited Partnership.

2 unchanged sentences

(Filed herewith.)

32.1 — Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for B XP, Inc .

32.1 — Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for BXP, Inc.

(Furnished herewith.)

32.2 — Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for B XP , Inc.

32.2 — Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for BXP, Inc.

(Furnished herewith.)

15 unchanged sentences

(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-Q pursuant to Item 6 of Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 5, 2024 /s/ M ICHAEL R.

November 5, 2024 /s/ M ICHAEL R.

Chief Accounting Officer

3 unchanged sentences

BXP, Inc., its General Partner

August 5, 2024 /s/ M ICHAEL R.

November 5, 2024 /s/ M ICHAEL R.

Chief Accounting Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information