What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-27 · 623 added, 819 removed, 1623 unchanged (47% of the section changed)

Financial Statements and Supplementary Data.

BOSTON PROPERTIES, INC.

AND BOSTON PROPERTIES LIMITED PARTNERSHIP

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Boston Properties, Inc.

Management’s Report on Internal Control over Financial Reporting

14 unchanged sentences

Notes to Consolidated Financial Statements

Boston Properties, Inc.

Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, 202 4

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All other schedules for which a provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

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Management’s Report on Internal Control over

Financial Reporting

Management of Boston Properties, Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting for Boston Properties, Inc.

Boston Properties, Inc.’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Boston Properties, Inc.’s financial statements for external reporting purposes in accordance with U.S.

Management of BXP, Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting for BXP, Inc.

BXP, Inc.’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of BXP, Inc.’s financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

As of the end of Boston Properties, Inc.’s 2023 fiscal year, management conducted assessments of the effectiveness of Boston Properties, Inc.’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on these assessments, management has determined that Boston Properties, Inc.’s internal control over financial reporting as of December 31, 2023 was effective.

As of the end of BXP, Inc.’s 2024 fiscal year, management conducted assessments of the effectiveness of BXP, Inc.’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on these assessments, management has determined that BXP, Inc.’s internal control over financial reporting as of December 31, 2024 was effective.

Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Boston Properties, Inc.;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Boston Properties, Inc.’s assets that could have a material effect on its financial statements.

The effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 114 , which expresses an unqualified opinion on the effectiveness of Boston Properties, Inc.’s internal control over financial reporting as of December 31, 2023.

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generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of BXP, Inc.;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of BXP, Inc.’s assets that could have a material effect on its financial statements.

The effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 103 , which expresses an unqualified opinion on the effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, 2024.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Boston Properties, Inc.

To the Board of Directors and Stockholders of BXP, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Boston Properties, Inc.

We have audited the accompanying consolidated balance sheets of BXP, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

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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.

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

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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.

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

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 2023, the Company recognized a $272.6 million other than temporary impairment related to certain investments in unconsolidated joint ventures.

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.

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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, market interest rates, 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.

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.

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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.

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.

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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, 2023, the Company acquired its joint venture partner’s interest in a property for a purchase price of $38 million.

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.

3 unchanged sentences

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 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 and capitalization rate by considering industry knowledge and data as well as historical company data and experience.

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.

3 unchanged sentences

We have served as the Company’s auditor since 1997.

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BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

18 unchanged sentences

Note receivable, net 4,947 1,714

Related party note receivable, net 88,779 78,576

Related party notes receivable, net 88,779 88,779

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

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Unsecured line of credit — —

Unsecured term loan, net 1,198,301 730,000

Unsecured term loans, net 798,813 1,198,301

Unsecured commercial paper 500,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,931 and $ 20,794 at December 31, 2024 and December 31, 2023, respectively)

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

Commitments and contingencies (See Note 9)

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BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

December 31, 2024 December 31, 2023

Commitments and contingencies (See Note 9)

Redeemable deferred stock units— 128,227 and 119,471 units outstanding at redemption value at December 31, 2024 and December 31, 2023, respectively

Stockholders’ equity attributable to Boston Properties, Inc.:

Stockholders’ equity attributable to BXP, Inc.:

Excess stock, $ 0.01 par value, 150,000,000 shares authorized, none issued or outstanding

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Accumulated other comprehensive loss ( 2,072 ) ( 21,147 )

Total stockholders’ equity attributable to Boston Properties, Inc.

Total stockholders’ equity attributable to BXP, Inc.

5,413,306 5,876,697

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The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

24 unchanged sentences

Losses from interest rate contracts — ( 79 ) —

Unrealized gain (loss) on non-real estate investment 239 ( 150 ) —

Losses from early extinguishment of debt — — ( 45,182 )

Unrealized gain (loss) on non-real estate investments 546 239 ( 150 )

Impairment loss ( 13,615 ) — —

Interest expense ( 645,117 ) ( 579,572 ) ( 437,139 )

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Noncontrolling interest—common units of the Operating Partnership ( 2,400 ) ( 22,548 ) ( 96,780 )

Net income attributable to Boston Properties, Inc.

Net income attributable to BXP, Inc.

$ 14,272 $ 190,215 $ 848,947

Preferred dividends — — ( 2,560 )

Preferred stock redemption charge — — ( 6,412 )

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 $ 848,947 $ 496,223

Basic earnings per common share attributable to Boston Properties, Inc.

common shareholders

Basic earnings per common share attributable to BXP, Inc.

Net income $ 0.09 $ 1.21 $ 5.41

Weighted average number of common shares outstanding 157,468 156,863 156,726

Diluted earnings per common share attributable to Boston Properties, Inc.

common shareholders

Diluted earnings per common share attributable to BXP, Inc.

Net income $ 0.09 $ 1.21 $ 5.40

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

3 unchanged sentences

Net income $ 84,188 $ 291,424 $ 1,020,584

Other comprehensive income:

Other comprehensive income (loss):

Effective portion of interest rate contracts 9,202 ( 14,405 ) 19,396

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Other comprehensive (income) loss attributable to noncontrolling interests ( 2,746 ) 274 ( 3,156 )

Comprehensive income attributable to Boston Properties, Inc.

Comprehensive income attributable to BXP, Inc.

$ 33,346 $ 182,787 $ 871,894

_______________

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

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

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

Common Stock Preferred Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,

Common Stock 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

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Net activity from stock option and incentive plan 21 — 7,261 — — — 46,402 — 53,663

Issuance of operating partnership units for 360 Park Avenue South — — — — — — — 99,689 — 99,689

Preferred stock redemption — — ( 200,000 ) 6,377 — — — — — ( 193,623 )

Preferred stock redemption charge — — — — ( 6,412 ) — — — — ( 6,412 )

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

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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 )

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Equity, December 31, 2023 156,941 1,569 6,715,149 ( 816,152 ) ( 2,722 ) ( 21,147 ) 666,580 1,640,704 8,183,981

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

Common Stock Preferred Stock Additional Paid-in Capital Dividends in Excess of Earnings Treasury Stock,

Common Stock 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

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The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

6 unchanged sentences

Depreciation and amortization 887,191 830,813 749,775

Impairment loss 13,615 — —

Amortization of right of use assets - operating leases 2,262 1,940 2,427

Amortization of sales type lease ( 992 ) — —

Non-cash compensation expense 43,949 51,478 52,026

1 unchanged sentence

Distributions of net cash flow from operations of unconsolidated joint ventures 33,861 24,637 26,827

Losses (gains) from investments in securities ( 5,556 ) 6,453 ( 5,626 )

Allowance for current expected credit losses (gains) 373 ( 224 ) ( 1,207 )

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

Allowance for current expected credit losses 78 373 ( 224 )

Non-cash portion of interest expense 37,143 30,523 25,831

Settlement of accreted debt discount on redemption of unsecured senior notes — — ( 8,500 )

Losses from early extinguishments of debt — — 45,182

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

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

Unrealized (gain) loss on non-real estate investment ( 239 ) 150 —

Unrealized (gain) loss on non-real estate investments ( 546 ) ( 239 ) 150

Change in assets and liabilities:

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Proceeds from sales of real estate 602 517 834,770

Acquisition of real estate (net of cash received upon consolidation) ( 13,155 ) — —

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

Proceeds from assignment fee — — 6,624

1 unchanged sentence

Capital distributions from unconsolidated joint ventures 28,325 32,787 37,122

Proceeds from sale of investment in unconsolidated joint venture — — 17,789

Investment in non-real estate investments ( 2,500 ) ( 2,187 ) ( 2,404 )

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BOSTON PROPERTIES, INC.

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

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2024 2023 2022

Issuance of note receivables (including related party) ( 12,177 ) — —

Proceeds from notes receivable — — 10,000

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Repayments of unsecured line of credit — — ( 1,130,000 )

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

Redemption of preferred stock — — ( 200,000 )

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

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

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

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

Borrowings on commercial paper program 5,363,333 — —

Repayments on commercial paper program ( 4,863,333 ) — —

Deferred financing costs ( 12,235 ) ( 19,416 ) ( 8,460 )

Debt issuance costs — — ( 16,186 )

Debt prepayment and extinguishment costs — — ( 43,036 )

Net activity from equity transactions ( 1,731 ) 367 ( 352 )

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Supplemental disclosures:

Cash paid for interest $ 553,989 $ 449,903 $ 465,442

Cash paid for interest (net of amounts capitalized) $ 676,067 $ 553,989 $ 449,903

Interest capitalized $ 41,976 $ 42,633 $ 52,130

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year ended December 31,

2023 2022 2021

Non-cash investing and financing activities:

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Right of use assets obtained in exchange for lease liabilities - finance lease $ — $ 163,056 $ —

Non-cash contributions to noncontrolling interests in property partnerships $ 17,519 $ — $ —

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year ended December 31,

2024 2023 2022

Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ — $ —

Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ — $ —

Non-cash contributions from noncontrolling interests in property partnerships, net $ 92,631 $ 17,519 $ —

Capitalized operating lease costs $ 30,195 $ 12,580 $ —

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Mortgage note payable recorded upon consolidation $ 207,093 $ 300,000 $ —

Mortgage note payable converted to unsecured term loan $ 100,000 $ — $ —

Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ ( 490,720 ) $ —

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

Prepaid expenses and other assets, net deconsolidated $ — $ — $ ( 5,011 )

Assumption of mortgage notes payable $ — $ — $ 200,311

Mortgage notes payable, net deconsolidation $ — $ — $ ( 198,381 )

Issuance of operating partnership units $ — $ — $ 99,689

Dividends and distributions declared but not paid $ 172,486 $ 171,176 $ 170,643

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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Management’s Report on Internal Control over

Financial Reporting

Management of Boston Properties, Inc., the sole general partner of Boston Properties Limited Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting for Boston Properties Limited Partnership.

Boston Properties Limited Partnership’s internal control over financial reporting is a process designed under the supervision of the principal executive officer and principal financial officer of Boston Properties, Inc.

Management of BXP, Inc., the sole general partner of Boston Properties Limited Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting for Boston Properties Limited Partnership.

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Boston Properties Limited Partnership’s financial statements for external reporting purposes in accordance with U.S.

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Boston Properties, Inc.;

generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of BXP, Inc.;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Boston Properties Limited Partnership’s assets that could have a material effect on our financial statements.

The effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page 116 , which expresses an unqualified opinion on the effectiveness of Boston Properties Limited Partnership’s internal control over financial reporting as of December 31, 2024.

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Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Boston Properties Limited Partnership and its subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of capital and noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Boston Properties Limited Partnership and its subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, and the related statements of operations, of comprehensive income, of capital and noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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and (iii) provide reasonable

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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.

4 unchanged sentences

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

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 2023, the Partnership recognized a $272.6 million other than temporary impairment related to certain investments in unconsolidated joint ventures.

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.

4 unchanged sentences

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.

1 unchanged sentence

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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.

1 unchanged sentence

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 Partnership data, 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, 2023, the Partnership acquired its joint venture partner’s interest in a property for a purchase price of $38 million.

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.

3 unchanged sentences

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

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

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.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Partnership’s auditor since 1997.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

19 unchanged sentences

Note receivable, net 4,947 1,714

Related party note receivable, net 88,779 78,576

Related party notes receivables, net 88,779 88,779

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

12 unchanged sentences

Unsecured line of credit — —

Unsecured term loan, net 1,198,301 730,000

Unsecured term loans, net 798,813 1,198,301

Unsecured commercial paper 500,000 —

Lease liabilities - finance leases (amounts related to VIEs of $ 20,931 and $ 20,794 at December 31, 2024 and December 31, 2023, respectively)

10 unchanged sentences

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

Commitments and contingencies (See Note 9)

Redeemable deferred stock units— 119,471 and 97,853 units outstanding at redemption value at December 31, 2023 and December 31, 2022, respectively

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BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

December 31, 2024 December 31, 2023

Commitments and contingencies (See Note 9)

Redeemable deferred stock units— 128,227 and 119,471 units outstanding at redemption value at December 31, 2024 and December 31, 2023, respectively

Noncontrolling interests:

9 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

25 unchanged sentences

Losses from interest rate contracts — ( 79 ) —

Unrealized gain (loss) on non-real estate investment 239 ( 150 ) —

Losses from early extinguishment of debt — — ( 45,182 )

Unrealized gain (loss) on non-real estate investments 546 239 ( 150 )

Impairment loss ( 13,615 ) — —

Interest expense ( 645,117 ) ( 579,572 ) ( 437,139 )

3 unchanged sentences

Net income attributable to Boston Properties Limited Partnership $ 23,480 $ 219,771 $ 957,265

Preferred distributions — — ( 2,560 )

Preferred unit redemption charge — — ( 6,412 )

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 219,771 $ 957,265 $ 561,993

Basic earnings per common unit attributable to Boston Properties Limited Partnership common unitholders

Basic earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.13 $ 1.26 $ 5.48

Weighted average number of common units outstanding 175,390 174,796 174,360

Diluted earnings per common unit attributable to Boston Properties Limited Partnership common unitholders

Diluted earnings per common unit attributable to Boston Properties Limited Partnership

Net income $ 0.13 $ 1.25 $ 5.47

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

4 unchanged sentences

Net income $ 90,996 $ 298,432 $ 1,032,122

Other comprehensive income:

Other comprehensive income (loss):

Effective portion of interest rate contracts 9,202 ( 14,405 ) 19,396

7 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

Units Capital

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

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

Comprehensive Loss Noncontrolling

4 unchanged sentences

Distributions — — ( 614,412 ) — — ( 614,412 ) ( 71,714 )

Issuance of operating partnership units for 360 Park Avenue South — — — — — — — 99,689

Preferred unit redemption — — — ( 193,623 ) — — ( 193,623 ) —

Preferred unit redemption charge — — ( 6,412 ) — — — ( 6,412 ) —

Conversion of redeemable partnership units 3 179 6,539 — — 6,539 ( 6,539 )

12 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 ) —

Equity, December 31, 2023 1,755 155,185 4,973,951 ( 21,147 ) 1,640,704 6,593,508 1,347,575

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BOSTON PROPERTIES LIMITED PARTNERSHIP

2 unchanged sentences

Units Capital

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

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

Comprehensive Loss Noncontrolling

12 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES LIMITED PARTNERSHIP

7 unchanged sentences

Depreciation and amortization 880,383 823,805 742,293

Impairment loss 13,615 — —

Amortization of right of use assets - operating leases 2,262 1,940 2,427

Amortization of sales type lease ( 992 ) — —

Non-cash compensation expense 43,949 51,478 52,026

1 unchanged sentence

Distributions of net cash flow from operations of unconsolidated joint ventures 33,861 24,637 26,827

Losses (gains) from investments in securities ( 5,556 ) 6,453 ( 5,626 )

Allowance for current expected credit losses (gains) 373 ( 224 ) ( 1,207 )

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

Allowance for current expected credit losses 78 373 ( 224 )

Non-cash portion of interest expense 37,143 30,523 25,831

Settlement of accreted debt discount on redemption of unsecured senior notes — — ( 8,500 )

Losses from early extinguishments of debt — — 45,182

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

1 unchanged sentence

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

Unrealized gain on non-real estate investment ( 239 ) 150 —

Unrealized (gain) loss on non-real estate investments ( 546 ) ( 239 ) 150

Change in assets and liabilities:

17 unchanged sentences

Proceeds from sales of real estate 602 517 834,770

Acquisition of real estate (net of cash received upon consolidation) ( 13,155 ) — —

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

Proceeds from assignment fee — — 6,624

1 unchanged sentence

Capital distributions from unconsolidated joint ventures 28,325 32,787 37,122

Proceeds from sale of investment in unconsolidated joint venture — — 17,789

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Investment in non-real estate investments ( 2,500 ) ( 2,187 ) ( 2,404 )

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

BOSTON PROPERTIES LIMITED PARTNERSHIP

3 unchanged sentences

2024 2023 2022

Investment in non-real estate investments ( 2,187 ) ( 2,404 ) —

Issuance of note receivables (including related party) ( 12,177 ) — —

Proceeds from notes receivable — — 10,000

9 unchanged sentences

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

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

Redemption of preferred units — — ( 200,000 )

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

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

Borrowings on commercial paper program 5,363,333 — —

Repayments on commercial paper program ( 4,863,333 ) — —

Deferred financing costs ( 12,235 ) ( 19,416 ) ( 8,460 )

Debt issuance costs — — ( 16,186 )

Debt prepayment and extinguishment costs — — ( 43,036 )

Net activity from equity transactions ( 1,731 ) 367 ( 352 )

14 unchanged sentences

Supplemental disclosures:

Cash paid for interest $ 553,989 $ 449,903 $ 465,442

Cash paid for interest (net of amounts capitalized) $ 676,067 $ 553,989 $ 449,903

Interest capitalized $ 41,976 $ 42,633 $ 52,130

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BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year ended December 31,

2023 2022 2021

Non-cash investing and financing activities:

3 unchanged sentences

Right of use assets obtained in exchange for lease liabilities - finance lease $ — $ 163,056 $ —

Non-cash contributions to noncontrolling interests in property partnerships $ 17,519 $ — $ —

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year ended December 31,

2024 2023 2022

Lease liability - finance lease reversal for re-assessment event $ ( 38,491 ) $ — $ —

Right of use asset - finance lease reversal for re-assessment event $ ( 28,962 ) $ — $ —

Non-cash contributions from noncontrolling interests in property partnerships, net $ 92,631 $ 17,519 $ —

Capitalized operating lease costs $ 30,195 $ 12,580 $ —

2 unchanged sentences

Mortgage notes payable recorded upon consolidation $ 207,093 $ 300,000 $ —

Mortgage note payable converted to unsecured term loan $ 100,000 $ — $ —

Real estate and intangibles recorded upon consolidation $ ( 220,015 ) $ ( 490,720 ) $ —

4 unchanged sentences

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

Prepaid expense and other assets, net deconsolidated $ — $ — $ ( 5,011 )

Assumption of mortgage notes payable $ — $ — $ 200,311

Mortgage notes payable, net deconsolidation $ — $ — $ ( 198,381 )

Issuance of operating partnership units $ — $ — $ 99,689

Distributions declared but not paid $ 172,486 $ 171,176 $ 170,643

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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BOSTON PROPERTIES, INC.

AND BOSTON PROPERTIES LIMITED PARTNERSHIP

11 unchanged sentences

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 has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2023 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 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.

1 unchanged sentence

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

LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2020 MYLTIP Units), whether vested or not, will 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, 2023, the Company owned or had joint venture interests in a portfolio of 188 commercial real estate properties (the “Properties”) aggregating approximately 53.3 million net rentable square feet of primarily premier workplaces, including 10 properties under construction/redevelopment totaling approximately 2.7 million net rentable square feet.

LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2021 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, 2024, the Properties consisted of:

• 167 office and life sciences properties (including seven properties under construction/redevelopment);

• 14 retail properties (including two properties under construction/redevelopment);

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

The Company considers premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained.

As such, these properties attract high-quality tenants and command upper-tier rental rates.

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

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

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

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

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

Basis of Presentation

The accompanying consolidated financial statements are presented using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its

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The accompanying consolidated financial statements are presented using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own.

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 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.

5 unchanged sentences

The assets of each VIE are only available to satisfy such VIE's respective liabilities.

The Company has identified eight entities that are VIEs as of December 31, 2023 and has determined that it is the primary beneficiary for all of these entities as of December 31, 2023.

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.

Consolidated Variable Interest Entities

As of December 31, 2023, BXP has identified eight consolidated VIEs, including BPLP.

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

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

As of December 31, 2024, BXP has identified nine 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.

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

11 unchanged sentences

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.

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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 renewals.

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

6 unchanged sentences

Management reviews its long-lived assets for indicators of imp airment 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.

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, it is more likely than not, that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period.

An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.

The evaluation of anticipated cash flows is subjective and is based in part on assumptions regarding anticipated hold periods, future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates that could differ materially from actual results in future periods.

Any or all of such assumptions could differ materially from actual results in future periods.

Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset may be impaired, the Company’s established strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss.

1 unchanged sentence

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.

8 unchanged sentences

Costs directly related to the development of properties are capitalized.

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

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component of the project that benefited from the investment.

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.

Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and held available for occupancy and capitalization must cease, involves a degree of judgment.

27 unchanged sentences

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, 2023 and 2022, the Company had maintained approximately $ 36.1 million and $ 32.3 million, respectively, in separate accounts, which are not restricted as to their use.

The Company recognized gains (losses) of approximately $ 5.6 million, $( 6.5 ) million and $ 5.6 million on its investments in the

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accounts associated with the Company’s deferred compensation plans during the years ended December 31, 2023, 2022 and 2021, respectively.

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:

7 unchanged sentences

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 Sheet and was approximately $ 4.6 million and $ 2.4 million at December 31, 2023 and 2022, respectively.

The Company recognized a net unrealized gain (loss) of approximately $ 0.2 million and $( 0.2 ) million for the years ended December 31, 2023 and 2022, respectively, due to the observable changes in fair value.

Prior to the year ended December 31, 2022, the Company had not invested in non-real estate investments

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 recognized a net unrealized gain (loss) of approximately $ 0.5 million, $ 0.2 million and $( 0.2 ) million for the years ended December 31, 2024, 2023 and 2022, respectively, due to the observable changes in fair value.

Tenant and Other Receivables

Tenant and other accounts receivable, other than accrued rents receivable, are expected to be collected within one year.

Notes Receivable

The Company accounts for notes receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses.

Notes Receivables

The Company accounts for notes receivables at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses.

Loan fees and direct costs associated with loans originated by the Company are deferred and amortized using the effective interest method over the term of the note as interest income.

4 unchanged sentences

Fully amortized deferred leasing costs are removed from the books upon the expiration of the lease.

Financing fees included in deferred charges consist of external fees and costs incurred to obtain the Company’s revolving facility and if applicable, unsecured term loan and construction financing arrangements where there are not sufficient amounts outstanding to report the fees net of the debt liability.

Financing fees included in deferred charges consist of external fees and costs incurred to obtain the Company’s revolving facility and commercial paper and if applicable, unsecured term loans and construction financing arrangements where there are not sufficient amounts outstanding to report the fees net of the debt liability.

Such financing costs have been deferred and are being amortized over the terms of the respective financing and included within interest expense.

7 unchanged sentences

VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have substantive participating rights.

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beneficiary is defined by the entity having both of the following characteristics:

The primary beneficiary is defined by the entity having both of the following characteristics:

(1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance, and (2) the obligation to absorb losses and the right to receive the returns from the variable interest entity that could potentially be significant to the VIE.

15 unchanged sentences

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 year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in four joint ventures totaling approximately $ 272.6 million, as described below in Note 6.

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.

To the extent that the Company contributed assets to a joint venture, the Company’s investment in the joint venture was recorded at the Company’s cost basis in the assets that were contributed to the joint venture.

To the extent that the Company’s cost 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.

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.

For a description of the other-than-temporary impairment loss for the year ended December 31, 2024, see Note 6.

To the extent that the Company contributed assets to a joint venture, the Company’s investment in the joint venture was recorded at the Company’s fair value basis in the assets that were contributed to the joint venture.

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.

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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Revenue Recognition

13 unchanged sentences

The Company recognizes acquired in-place “above-” and “below-market” leases at their fair values as rental revenue over the original term of the respective leases.

Acquired “above-” and “below-market” lease values have been reflected within Prepaid Expenses and Other Assets and Other Liabilities, respectively, on the Company’s Consolidated Balance Sheets.

The impact of the acquired in-place “above-” and “below-market” leases increased revenue by approximately $ 5.5 million, $ 19.2 million and $ 9.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

5 unchanged sentences

2028 781 2,419

2028 605 2,125

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).

3 unchanged sentences

The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied.

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The Company’s View Boston observatory at The Prudential Center revenue (which is included within Parking and Other Revenue on the Consolidated Statement of Operations) is derived from ticket, special event, food and beverage and merchandise sales.

Revenue from the Company’s View Boston observatory at The Prudential Center (which is included within Parking and Other Revenue on the Consolidated Statement of Operations) is derived from ticket, special event, food and beverage and merchandise sales.

The revenue is recognized when the ticket is used by the purchaser or the special event occurs and when the food and beverage and merchandise are sold.

29 unchanged sentences

The Company then applied adjustments to account for considerations related to term and interpolated the IBR.

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Operating Leases

The Company leases primarily premier workplaces, including office, life sciences, retail and residential space to tenants.

The Company leases primarily office, life sciences, retail and residential space to tenants.

These leases may contain extension and termination options that are predominately at the sole discretion of the tenant, provided certain conditions are satisfied.

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Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, 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.

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.

Earnings Per Common Unit

Basic earnings per common unit is computed by dividing net income available to common unitholders, as adjusted for undistributed earnings (if any) of certain securities issued by BPLP, by the weighted average number of common units outstanding during the year.

Diluted earnings per common unit reflects the potential dilution that

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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.

Basic earnings per common unit 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 common units outstanding during the year.

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

3 unchanged sentences

3-Month United States treasury bills Level 1

Unsecured commercial paper Level 1

Investment in securities (1) Level 1

Non-real estate investments (1) (2) Level 2

Unsecured senior notes (2) Level 1

6 unchanged sentences

_______________

(1) See “Investments in Securities” and “Non-Real Estate Investments” policies above for information on their fair values.

(2) Included within Prepaid and Other Assets on the Consolidated Balance Sheets.

(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.

1 unchanged sentence

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

13 unchanged sentences

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

Unsecured commercial paper 500,000 500,000 — —

Total $ 16,220,499 $ 15,113,281 $ 15,856,297 $ 14,599,851

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

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Recurring Fair Value

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As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair value of the Company’s interest rate swap agreements is shown within Prepaid and Other Assets or Other Liabilities on the Consolidated Balance Sheets.

The following table presents the aggregate fair value of the Company’s interest rate swaps as of December 31, 2024 and December 31, 2023 (in thousands):

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The Company did not elect hedge accounting and as such any change in market value will be recognized in the Consolidated Statement of Operations.

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 its derivatives.

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.

Stock-Based Employee Compensation Plans

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Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

These estimates include such items as depreciation and allowances for doubtful accounts.

Actual results could differ from those estimates.

The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of extraordinary events such as a pandemic, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities,

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assessments of future collectability, and other areas of the financial statements that are impacted by the use of estimates.

Actual results may differ from these estimates under different assumptions or conditions.

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_____________

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

(2) The fourth quarter 2022 regular quarterly dividend was $ 0.98 per common share, of which approximately $ 0.03 per common share was allocable to 2022 and approximately $ 0.95 per common share was allocable to 2023.

(3) The fourth quarter 2021 regular quarterly dividend was $ 0.98 per common share, all of which was allocable to 2022.

(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.

(3) The fourth quarter 2022 regular quarterly dividend was $ 0.98 per common share, of which approximately $ 0.03 per common share was allocated to 2022 and approximately $ 0.95 per common share was allocated to 2023.

BXP has elected to be treated as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 1997.

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BXP has no uncertain tax positions recognized as of December 31, 2024 and 2023.

At December 31, 2023, BXP’s tax returns for the years 2020 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

At December 31, 2024, BXP’s tax returns for 2021 and subsequent years remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Company owns a hotel property that it leases to one of its taxable REIT subsidiaries and that is managed by Marriott International, Inc.

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

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The partners are required to report their respective share of BPLP’s taxable income or loss on their respective tax returns and are liable for any related taxes thereon.

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

Newly Issued Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

ASU 2023-05 is effective for all joint ventures formed on or after January 1, 2025, with early adoption permitted.

The Company is currently assessing the potential impact that the adoption of ASU 2023-05 will have on the Company's consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

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”).

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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 is currently assessing the potential impact that the adoption of ASU 2023-07 will have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 enhances income tax disclosure should be enhanced to

provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently assessing the potential impact that the adoption of ASU 2023-09 will have on the Company's consolidated financial statements.

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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

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”):

ASU 2024-03 will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions.

The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement.

The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories:

purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion.

For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses.

The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact that ASU 2024-03 may have on the Company’s Consolidated Financial Statements and footnotes.

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

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(2) Includes pre-development costs.

On December 14, 2023, the Company completed the acquisition of its joint venture partner’s 45 % interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California (See Note 6).

Santa Monica Business Park is a 47 -acre office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

Approximately 70 % of the rentable square footage is subject to a ground lease with 75 years remaining, including renewal periods (See Note 4).

The property is subject to existing mortgage indebtedness of $ 300.0 million (See Note 7).

The acquisition was completed for a gross purchase price of $ 38.0 million and the Company acquired net working capital, including cash and cash equivalents of approximately $ 20 million.

The purchase of the joint venture partner’s interest was at a discount and therefore the net assets were recorded at the Company’s relative fair value.

Prior to consolidation, the Company had an approximately $ 149.9 million investment in the joint venture.

As the purchase was at a discount, the gain on consolidation was calculated based on the Company’s share of the determined fair market value of the net acquired assets.

This resulted in the Company recording a gain upon consolidation of approximately $ 29.9 million, which is included within income (loss) from

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unconsolidated joint ventures in the Consolidated Statement of Operations.

The total equity acquired was equal to the Company’s share of the calculated fair market value, used in the gain on consolidation calculation, plus the cash consideration paid.

The difference between the determined fair market value and recorded equity is adjusted based on the relative fair value and used to calculate the net assets that were recorded.

The following table summarizes the allocation of the relative fair value of the net assets the Company received at the date of acquisition for Santa Monica Business Park (in thousands):

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

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Below-market lease intangibles ( 2,515 )

Ground lease intangible ( 46,659 )

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, acquired ground lease intangible and the acquired above- and below-market lease intangibles for Santa Monica Business Park for each of the five succeeding fiscal years (in thousands):

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

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

2025 $ 9,030 $ 454 $ 257

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2029 6,076 186 251

The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles, acquired ground lease intangible and the acquired above- and below-market lease intangibles for Santa Monica Business Park as of the acquisition (in years):

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

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

Santa Monica Business Park contributed approximately $ 3.9 million of revenue and $( 0.9 ) million of net income to the Company for the period December 14, 2023 through December 31, 2023.

Developments/Redevelopments

On January 5, 2023, the Company commenced the development of 290 Binney Street, an approximately 566,000 net rentable square foot laboratory/life sciences project in Cambridge, Massachusetts.

Concurrently with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project.

290 Binney Street is 100 % pre-leased to AstraZeneca.

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 January 30, 2023, the Company commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

300 Binney Street consisted of an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life

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sciences space.

BXP and BPLP recognized approximately $ 11.0 million of depreciation expense during the year ended December 31, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

The project is 100 % pre-leased to the Broad Institute.

On November 13, 2023, the Company completed the sale of a 45 % interest in 300 Binney Street to an institutional investor (See Note 10).

On April 29, 2023, the Company completed and fully placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately 476,000 net rentable square feet located in Washington, DC.

On June 1, 2023, the Company completed and fully placed in-service its View Boston observatory at The Prudential Center, a redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts.

View Boston observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.

On July 20, 2023, the Company completed and fully placed in-service 140 Kendrick Street - Building A, a premier workplace redevelopment project with approximately 104,000 net rentable square feet located in Needham, Massachusetts.

The property is the first net-zero, carbon-neutral office repositioning of its scale in Massachusetts.

On September 26, 2023, the Company partially placed in-service 180 CityPoint, an approximately 329,000 net rentable square feet laboratory/life sciences project located in Waltham, Massachusetts.

On October 5, 2023, the Company partially placed in-service 103 CityPoint, an approximately 113,000 net rentable square feet laboratory/life sciences project located in Waltham, Massachusetts.

On November 30, 2023, the Company elected to suspend redevelopment on 105 Carnegie Center located in Princeton, New Jersey and as a result ceased capitalization on the project.

105 Carnegie Center was a premier workplace that consisted of approximately 70,000 net rentable square feet that was being redeveloped into approximately 73,000 net rentable square feet of laboratory/life sciences space.

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.

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found in Note 6.

For the year ended December 31, 2023, the Company had one cancelable and four non-cancelable ground lease obligations , as lessee, which were classified as operating leases, with various initial term expiration dates through 2125.

For the years ended December 31, 2022 and 2021, the Company had four non-cancelable ground lease obligations, as lessee, which were classified as operating leases, with various initial term expiration dates through 2114.

The Company recognizes ground rent expense on a straight-line basis over the terms of the respective ground lease agreements.

As of December 31, 2023, the amounts disclosed below include a ground lease that is subject to variable payments and extension options.

At December 31, 2022 and December 31, 2021, no ground leases were subject to variable payments and extension options .

As of December 31, 2023, December 31, 2022 and December 31, 2021, none of the amounts disclosed below contains residual value guarantees.

For the year ended December 31, 2023, the Company had five finance lease obligations with various initial term expiration dates through 2094.

For the years ended December 31, 2022 and 2021, the Company had four finance lease obligations with various initial term expiration dates through 2094.

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The following table provides lease cost information for the Company’s operating and finance leases for the years ended December 31, 2024, 2023 and 2022 (in thousands):

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_______________

(1) One of the operating leases relate to assets under development for a portion of the year ended December 31, 2023 and as such, the operating lease costs were capitalized.

For December 31, 2022 and 2021, no operating leases related to assets under development.

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

(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.

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.

For land leases classified as finance leases because of a purchase option that the Company views as an economic incentive, the Company follows its existing policy and does not depreciate land because it is assumed to have an indefinite life.

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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 , one and two of the finance leases relate to assets under development for all or a portion of the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively, and as such, a portion of the interest amount was capitalized.

(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.

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.

The following table provides other quantitative information for the Company’s operating and finance leases as of December 31, 2024 and December 31, 2023:

December 31, 2023 December 31, 2022

Other information

Weighted-average remaining lease term (in years)

Other information December 31, 2024 December 31, 2023

Operating Leases (1)

Finance leases 60 68

Number of cancelable leases 1 1

Number of non-cancelable leases 5 4

Longest lease expiration date 7/1/2125 7/1/2125

Weighted-average remaining lease term (in years) 72 70

Weighted-average discount rate 6.5 % 6.6 %

Operating leases 6.6 % 5.7 %

Finance Leases

Number of cancelable leases — —

Number of non-cancelable leases 5 5

Longest lease expiration date 11/1/2094 11/1/2094

Weighted-average remaining lease term (in years) 61 60

Weighted-average discount rate 6.2 % 6.1 %

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(1) The Company has ground leases that are subject to variable payments and extension options.

None of the leases contain residual value guarantees .

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2024 (in thousands):

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_______________

(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 or at all.

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(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.

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.

The following table provides a maturity analysis for the Company’s lease liabilities related to its operating and finance leases as of December 31, 2023 (in thousands):

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_______________

(1) Finance lease payments in 2024 include approximately $ 38.7 million related to a purchase option that the Company was reasonably certain it would exercise upon execution of the ground lease.

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

On August 1, 2023, a consolidated joint venture in which the Company has a 55 % interest executed an up to 99 -year ground lease with the Metropolitan Transportation Authority for an approximately 25,000 square foot site, the 343 Madison Avenue project in New York City (see Note 10).

The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”).

The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement of up to $ 117.0 million for the cost of the construction of Phase 1.

The Company is reasonably certain that it will not exercise this termination option as the Company completed a long-term competitive process to obtain the right to ground lease this site.

There can be no assurance that Phase 1 will be completed on the terms currently contemplated or that Phase 2 of the development project will commence on the terms currently contemplated or at all.

There is no rent due under the ground lease for the period from August 1, 2023 through July 31, 2028, with the exception of a payment of approximately $ 21.8 million that is due on July 31, 2025.

Beginning August 1, 2028, the lease requires rent of approximately $ 10.9 million per year with adjustments every five years , with a minimum increase of 110 % of the ground rent from the prior year.

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 lease required the joint venture to pay a non-refundable deposit totaling $ 25.0 million, of which $ 15.0 million was placed in escrow in 2022 with the signing of a pre-lease agreement and $ 10.0 million was paid in 2023 as a requirement of entering into the ground lease.

The consolidated joint venture classifies this ground lease as an operating lease.

As a result, the consolidated joint venture recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $ 166.8 million and $ 141.1 million, respectively, on its Consolidated Balance Sheets as of December 31, 2023 .

The 343 Madison Avenue ground lease had operating lease costs of approximately $ 12.6 million, that was all capitalized, for the year ended December 31, 2023 .

Approximately 70 % of Santa Monica Business Park’s rentable square footage is subject to a ground lease.

The ground lease has an expiration date of February 4, 2054 with the option to renew the term for four additional periods of 11 years each, subject to certain conditions.

The ground lease requires monthly rental payments with increases every five years, starting in 2028.

The ground lease provides the right to purchase the land underlying the properties in 2028 with subsequent purchase rights every 15 years.

The option to purchase the land is considered a bargain purchase option and as a result, the ground lease is accounted for as a finance lease.

The Company’s incremental borrowing rate for this ground lease is 5.79 % per annum.

The net present value of the total ground lease payments is approximately $ 163.1 million.

The Company recorded a Right of Use Assets – Finance lease and Lease liabilities – Finance Lease of approximately $ 164.1 million and $ 163.1 million, respectively, on its Consolidated Balance Sheets for the year ended December 31, 2023.

In accordance with Accounting Standards Codification 805 “Business Combinations” the Company was required to fair value the ground lease.

The ground lease was determined to be above fair value and as a result the Company recognized approximately $ 46.7 million

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within Other Liabilities on its Consolidated Balance Sheets for the year ended December 31, 2023.

The Santa Monica Business Park ground lease had interest expense of approximately $ 0.4 million for the year ended December 31, 2023.

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.

Operating Leases

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Thereafter 13,249,374

No single tenant represented more than 10.0 % of the Company’s total lease revenue for the years ended December 31, 2023, 2022 and 2021 .

On November 6, 2023, WeWork Inc.

and certain of its direct and indirect subsidiaries (collectively, “WeWork”) filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey.

At December 31, 2023, WeWork is a tenant at four of the Company’s premier workplaces and leases an aggregate of approximately 367,338 square feet, representing approximately 0.87 % of the Company’s share of its in-service portfolio square footage.

There can be no assurance that WeWork will not reject one or more of the four leases.

No single tenant represented more than 10.0 % of the Company’s total lease revenue for any of the years ended December 31, 2024, 2023 and 2022 .

Sales-type Lease

For the years ended December 31, 2023 and 2022, the Company had one non-cancelable ground lease obligation , as lessor, that is classified as a sales-type lease with an expiration date through 2119.

Upon commencement of this lease, the Company recognized a gain on sale of approximately $ 10.1 million associated with the derecognition of the asset.

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

For the years ended December 31, 2024, 2023 and 2022, 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.

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The following table provides the future contractual payments to be received as of December 31, 2024 (in thousands):

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$ 813,345 $ 760,421

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The following table summarizes the scheduled amortization of the Company’s acquired in-place lease intangibles for each of the five succeeding years (in thousands).

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Square 407 Limited Partnership Market Square North 50.00 % $ ( 11,924 ) $ ( 5,996 )

BP/CRF Metropolitan Square LLC Metropolitan Square 20.00 % (2) — ( 37,629 )

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) 29,775 30,375

33.33 % (4) 30,375 31,971

500 North Capitol Venture LLC 500 North Capitol Street, NW 30.00 % ( 11,696 ) ( 10,253 )

501 K Street LLC 1001 6th Street 50.00 % 45,903 44,774

50.00 % 44,774 42,922

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

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Hotel Tower Developer LLC The Hub on Causeway - Hotel Air Rights 50.00 % 14,271 13,494

50.00 % 13,494 12,366

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

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BP-M 3HB Venture LLC 3 Hudson Boulevard 25.00 % 112,771 115,103

SMBP Venture LP Santa Monica Business Park 55.00 % (6) — 164,735

Platform 16 Holdings LP Platform 16 55.00 % 56,265 45,564

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200 Fifth Avenue JV LLC 200 Fifth Avenue 26.69 % 70,673 75,718

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 17,546 N/A

ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 18,225 17,546

$ 1,060,074 $ 1,337,416

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_______________

(1) Investments with deficit balances aggregating approximately $ 33.5 million and $ 39.9 million at December 31, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.

(2) During the year ended December 31, 2023 , the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 6 .

(3) The Company’s economic ownership increased based on the achievement of certain return thresholds.

At December 31, 2023 and December 31, 2022, the Company’s economic ownership was approximately 50 %.

On January 8, 2024, the Company’s joint venture partner transferred all of its interest in the joint venture to the Company for a gross purchase price of $ 10.0 million, see Note 17 for more information.

(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.

(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.

(6) During the year ended December 31, 2023, the Company completed the acquisition of its joint venture partner’s 45 % ownership interest in Santa Monica Business Park, as described below in this Note 6 and Note 3.

(7) At December 31, 2022, this entity was a VIE.

(8) During the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investment.

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

(10) On December 14, 2023, the Company completed the acquisition of all of one of its joint venture partners ownership interest.

As a result of this acquisition, at December 31, 2023, 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 % interest in the entity through which the partner owns its interest in the joint venture.

The Company’s partner will fund required capital until its aggregate investment is approximately 29 % of all capital contributions;

thereafter, the partners will fund required capital according to their percentage interests.

At December 31, 2022, the Company’s ownership included (1) a 35.79 % direct interest in the joint venture, (2) an additional 5.837 % indirect ownership in the joint venture, and (3) an additional 1 % interest in each of the two entities through which each partner owns its interest in the joint venture.

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 ventures.

(6) 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 % interest in the entity through which the partner owns 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.

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_______________

(1) At December 31, 2022, this amount included right of use assets - finance leases totaling approximately $ 248.9 million.

(1) At December 31, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $ 19.0 million and $ 20.1 million, respectively.

(2) At December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 13.9 million.

(3) At December 31, 2022, this amount included lease liabilities - finance leases totaling approximately $ 382.2 million.

(2) At December 31, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $ 14.1 million and $ 13.9 million, respectively.

(3) At December 31, 2024 and December 31, 2023, this amount included lease liabilities - operating leases totaling approximately $ 30.5 million.

(4) 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

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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, 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, as well as a $ 35.8 million gain on investment related to Metropolitan Square, as described below in this Note 6.

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.

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

The majority of the Company’s basis differences are as follows:

The Company’s basis differences include:

December 31, 2024 December 31, 2023

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Safeco Plaza ( 75,576 ) ( 29,678 )

360 Park Avenue South ( 116,534 ) 3,798

Dock 72 ( 92,054 ) ( 95,521 )

360 Park Avenue South ( 113,265 ) ( 116,534 )

Platform 16 ( 142,698 ) ( 143,052 )

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.

(5) Investments with deficit balances aggregating approximately $ 33.5 million and $ 39.9 million at December 31, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.

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Company’s share of net loss $ ( 10,912 ) $ ( 19,599 ) $ ( 2,551 )

Gain on sale of investment (2) — — 10,257

Gain on investment (2) — 35,756 —

Gain (loss) on sale / consolidation (3)(4) 28,412 — —

Gain on sale / consolidation (3) 21,696 28,412 —

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

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(1) Includes straight-line rent adjustments of approximately $ 13.7 million, $ 28.7 million and $ 62.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(2) During the year ended December 31, 2021, the Company completed the sale of its 50 % ownership interest in Annapolis Junction NFM LLC.

The Company recognized a gain on sale of investment of approximately $ 10.3 million.

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(3) During the year ended December 31, 2023 , the Company completed a restructuring of its ownership in Metropolitan Square, as described below in this Note 6 .

(4) During the year ended December 31, 2023, the Company acquired its joint venture partner’s 45 % ownership interest in Santa Monica Business Park, as described below in this Note 6.

(5) During 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, as described below in this Note 6 .

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

(3) 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.

(4) 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.

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.

(5) Includes depreciation and amortization of approximately $ 15.4 million, $ 16.6 million and $ 7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Includes unrealized gain (loss) on derivative instruments of approximately $ 1.5 million, $( 1.8 ) million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, 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 31, 2023, the Company acquired a 50 % interest in a joint venture that owns 13100 and 13150 Worldgate Drive located in Herndon, Virginia for a gross purchase price of approximately $ 17.0 million.

The acquisition was completed with available cash.

13100 and 13150 Worldgate Drive consists of two vacant office buildings aggregating approximately 350,000 rentable square feet and a 1,200 -space structured parking deck situated on a 10 -acre site.

The joint venture intends to redevelop the property for residential use.

There can be no assurance that the joint venture will commence the development as currently contemplated or at all.

On April 21, 2023, a joint venture in which the Company owns a 50 % interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property.

Prior to the extension, the loan had a total commitment amount of approximately $ 252.6 million, bore interest at a variable rate equal to London Interbank Offered Rate (“LIBOR”) plus 1.25 % per annum and was scheduled to mature on April 26, 2023, with two , one -year extension options, subject to certain conditions.

The extended loan continued to bear interest at LIBOR plus 1.25 % per annum through June 1, 2023 after which, the interest rate was converted to a variable rate equal to Term Secured Overnight Finance Rate (“SOFR”) plus 1.35 % per annum.

The extended loan now matures on April 26, 2024, with a one -year extension option, subject to certain conditions (See Note 17).

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

On June 5, 2023, a joint venture in which the Company owns a 30 % interest repaid the existing construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties.

At the time of the repayment, the outstanding balance of the loan totaled approximately $ 105.0 million and the loan was scheduled to mature on June 6, 2023.

The new mortgage loans have an aggregate principal balance of $ 105.0 million, bear interest at a weighted average fixed rate of 6.83 % per annum and mature on June 5, 2026.

The Company’s portion of the mortgage loans, $ 10.5 million, has been reflected as a Related Party Note Receivable on the Company’s Consolidated Balance Sheets.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

On June 28, 2023, a joint venture in which the Company owns a 25 % interest exercised an option to extend by 30 days the maturity date of the loan collateralized by its 3 Hudson Boulevard property.

At the time of the extension, the loan had an outstanding balance of $ 80.0 million, bore interest at a variable rate equal to LIBOR plus 3.50 % per annum and was scheduled to mature on July 13, 2023, with two extension options ( 30 days and 180 days, respectively), subject to certain conditions.

Following the extension, the modified loan was scheduled to mature on August 13, 2023, with one 180-day extension option, subject to certain conditions.

The extended loan continued to bear interest at a variable rate equal to LIBOR plus 3.50 % per annum for the period from June 28, 2023 through July 6, 2023.

For the period commencing on July 7, 2023 through the maturity date, the modified loan bears interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum.

On August 11, 2023, the joint venture exercised its second extension option of 180 days.

The extended loan now matures on February 9, 2024 (See Note 17).

As of December 31, 2023, the loan had approximately $ 28.0 million of accrued interest due at the maturity date.

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 July 28, 2023, a joint venture in which the Company has a 50 % interest modified and exercised an option to extend by one year the maturity date of its loan collateralized by 100 Causeway Street.

At the time of the modification and extension, the loan had an outstanding balance totaling approximately $ 340.6 million, bore interest at Term SOFR plus 1.60 % per annum, and was scheduled to mature on September 5, 2023.

Following the modification and extension, the loan had an outstanding balance of $ 336.6 million, which included an approximately

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$ 4.0 million principal repayment, bears interest at Term SOFR plus 1.48 % per annum, and matures on September 5, 2024, with an additional one -year extension option, subject to certain conditions.

100 Causeway Street is an approximately 634,000 net rentable square foot premier workplace located in Boston, Massachusetts and is approximately 95 % leased.

On September 1, 2023, a joint venture in which the Company has a 49 % interest completed and fully placed in-service 751 Gateway, an approximately 231,000 net rentable square foot laboratory/life sciences project in South San Francisco, California.

The property is 100 % leased.

On September 6, 2023, a joint venture in which the Company has a 50 % interest modified the loan collateralized by its Hub on Causeway - Podium property.

At the time of the modification, the loan had an outstanding balance of approximately $ 174.3 million, bore interest at Term SOFR plus 2.35 % per annum, and was scheduled to mature on September 6, 2023.

Following the modification, the modified loan had an outstanding balance of $ 154.3 million, which included an approximately $ 20.0 million principal repayment, bore interest at Daily SOFR plus 2.50 % per annum, and matures on September 8, 2025, with a one -year extension option, subject to certain conditions.

On September 8, 2023, the joint venture entered into interest rate swap contracts with notional amounts aggregating approximately $ 154.3 million through September 2, 2025, resulting in a fixed interest rate of approximately 7.35 % per annum through the expiration of the interest rate swap contracts.

The Hub on Causeway - Podium is an approximately 383,000 net rentable square foot premier workplace located in Boston, Massachusetts and is approximately 94 % leased.

On September 13, 2023, a joint venture in which the Company owned a 20 % equity interest completed the first step of a two-step restructuring of its ownership in Metropolitan Square.

The two-step restructuring resulted in (i) an affiliate of the existing mezzanine lender purchasing the property and becoming the new property owner and the Company no longer having an equity interest in the property and (ii) the Company becoming a co-lender of up to $ 20.0 million under a new $ 100.0 million mezzanine loan (“New Mezz Loan”).

Prior to the restructuring, the property was encumbered by an aggregate of $ 420.0 million of debt, consisting of a senior loan with an outstanding principal balance of $ 305.0 million (“Senior Loan”) and the existing $ 115.0 million mezzanine loan (“Existing Mezz Loan”).

The joint venture completed step one of the restructuring on September 13, 2023, resulted in, among other things, (i) the cessation of the Company’s obligation to fund future investments through its then 20 % equity interest, which resulted in the recognition of gain on investment of approximately $ 35.8 million related to its deficit investment balance, which was primarily due to excess distributions, and (ii) the removal of the property from the Company’s in-service portfolio.

On October 2, 2023, step two of the restructuring was completed and included (i) the sale of the property, which resulted in a loss on the sale of approximately $ 1.5 million and assignment of the Senior Loan to the new owner, and (ii) the closing of the New Mezz Loan (See Note 9).

In addition, the Company will continue to provide property management and leasing services to the property with the potential to earn additional incentive fees.

Metropolitan Square is a 657,000 net rentable square foot premier workplace located at 655 15th Street, NW in the heart of downtown Washington, DC.

O n October 31, 2023, a joint venture in which the Company has a 50 % interest modified the lease of a third-party hotel developer/operator at its Hub on Causeway – Hotel Air Rights property.

The third-party hotel developer/operator paid $ 4.5 million in connection with this modification to fulfill its obligation to repay the joint venture’s investment.

This modification resulted in a reassessment of the lease classification per ASC 842.

Based on this reassessment this lease was reclassified as a sales-type lease.

The joint venture recorded a sales-type lease receivable of approximately $ 18.6 million.

In addition, the joint venture recorded a gain on sales-type lease of approximately $ 2.7 million associated with the derecognition of the asset.

On December 14, 2023, the Company completed the acquisition of its joint venture partner’s 45 % ownership interest in the joint venture that owns Santa Monica Business Park for a purchase price of $ 38.0 million and the Company acquired net working capital, including cash and cash equivalents of approximately $ 20 million.

Prior to the acquisition, the Company had a 55 % 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 the assets, liabilities, and operations of it on a consolidated basis in its financials statements instead of under the equity method of accounting (See Note 3) and as a result recognized a gain on consolidation of approximately $ 29.9 million.

On December 14, 2023, the Company completed the acquisition of its joint venture partner’s approximate 29 % ownership interest in the joint venture that owns 360 Park Avenue South for a purchase price of $ 1 , increasing the Company’s ownership in the joint venture to approximately 71 %.

The Company also assumed the partner’s share of the joint venture’s cash and working capital aggregating approximately $ 25.4 million, as well as the partner’s

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share of the outstanding $ 220.0 million mortgage debt.

360 Park Avenue South, a 20 -story, approximately 450,000 square foot premier workplace, is currently under re-development.

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, 2023, the Company continued to evaluate declining market conditions and underlying key assumptions of certain investments in unconsolidated joint ventures, including the receipt and consideration of certain 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, 2023, as described below.

During the year ended December 31, 2023, a joint venture in which the Company has a 55 % interest elected to pause vertical construction on Platform 16 in San Jose, California.

Platform 16 was planned to be constructed in phases to best accommodate market demand.

The first phase of the development project included the construction of an approximately 390,000 net rentable square foot premier workplace building and below-grade parking garage.

The joint venture intends to complete the construction of the below-grade parking garage and building foundation elements over the next several months to facilitate a restart of construction in the future as demand improves.

Upon electing to pause vertical construction, the Company performed an analysis to determine if there was an other-than temporary impairment.

Based on the market rent assumptions and new expected timeline for completion of the project, as of June 30, 2023, the Company concluded there was not an other-than temporary impairment present.

During the three months ended September 30, 2023, the real estate and leasing conditions in the San Jose, California market continued to deteriorate and the Company further extended its construction pause assumption.

These conditions, combined with a decrease in market rent assumptions, resulted in the Company recognizing a non-cash impairment charge totaling approximately $ 155.2 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Platform 16.

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, including an exit capitalization rate of 6.0 %, and a discount rate of 12.0 %.

During the year ended December 31, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 54.0 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 360 Park Avenue South.

The Company assessed the impairment and concluded that it was other than temporary.

360 Park Avenue South is currently under redevelopment to be a premier workplace with approximately 450,000 net rentable square feet located in New York City, New York.

During the year ended December 31, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 33.4 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns 200 Fifth Avenue.

The Company assessed the impairment and concluded that it was other than temporary.

200 Fifth Avenue is a premier workplace with approximately 855,000 net rentable square feet located in New York City, New York.

During the year ended December 31, 2023, the Company recognized a non-cash impairment charge totaling approximately $ 29.9 million, which represented the decline in the fair value below the carrying value of the Company’s investment in the unconsolidated joint venture that owns Safeco Plaza.

The Company assessed the impairment and concluded that it was other than temporary.

Safeco Plaza is a premier workplace with approximately 780,000 net rentable square feet located in Seattle, Washington.

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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.

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.

Mortgage Notes Payable

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Including the effects of interest rate swaps, there were no variable rate mortgage loans at December 31, 2024 and 2023 (See Note 8).

Therefore, fixed rate mortgage notes payable totaled approximately $ 4.2 billion and $ 3.3 billion at December 31, 2023 and 2022, respectively, with contractual interest rates ranging from 2.79 % to 6.04 % per annum at December 31, 2023 and 2.79 % to 3.43 % per annum at December 31, 2022 (with a weighted-average interest rate of 3.70 % and 3.24 % at December 31, 2023 and 2022, respectively).

Contractual aggregate principal payments of mortgage notes payable at December 31, 2023 are as follows (dollars in thousands):

Therefore, fixed rate mortgage notes payable totaled approximately $ 4.3 billion and $ 4.2 billion at December 31, 2024 and 2023, respectively, with contractual interest rates ranging from 2.79 % to 6.04 % per annum at December 31, 2024 and December 31, 2023 (with a weighted-average interest rate of 3.68 % and 3.70 % at December 31, 2024 and 2023, respectively).

Contractual aggregate principal payments of mortgage notes payable at December 31, 2024 are as follows (in thousands):

Principal Payments

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Total carrying value of mortgage notes payable, net $ 4,276,609

On October 26, 2023, the Company closed on a mortgage loan collateralized by its 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan has a principal amount of $ 600.0 million, bears interest at a variable rate of Daily Compounded SOFR plus 2.25 % per annum and matures on October 26, 2028 (See Note 8).

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

325 Main Street, 355 Main Street and 90 Broadway are three premier workplaces that aggregate approximately 898,000 net rentable square feet.

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.

The mortgage loan has a principal amount of $ 300.0 million, bears interest at a variable rate equal to SOFR plus 1.38 % per annum and matures on July 19, 2025.

The entire principal is subject to interest rate swap contracts through April 1, 2025 (See Note 8).

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

The mortgage loan was recorded at fair value of approximately $ 295.5 million.

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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)

10.5 Year Unsecured Senior Notes (3) 3.800 % 3.916 % $ 700,000 February 1, 2024

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

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10.7 Year Unsecured Senior Notes 6.500 % 6.619 % 750,000 January 15, 2034

10 Year Unsecured Senior Notes 5.750 % 5.842 % 850,000 January 15, 2035

Total principal 10,700,000

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(3) See Note 17 .

On May 15, 2023, BPLP completed a public offering of $ 750.0 million in aggregate principal amount of its 6.500 % unsecured senior notes due 2034.

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

The repayment was completed with available cash.

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

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

On 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.

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

On September 1, 2023, BPLP completed the repayment of $ 500.0 million in aggregate principal amount of its 3.125 % unsecured senior notes due September 1, 2023.

The repayment price was approximately $ 507.8 million, which was equal to the stated principal plus approximately $ 7.8 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.

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.

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Unsecured Credit Facility

BPLP’s unsecured credit facility (the “2021 Credit Facility”) provides for borrowings of up to $ 1.815 billion, as described below in this Note 7, through BPLP’s revolving facility (the “Revolving Facility”), subject to customary conditions.

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 may increase the total commitment by up to $ 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”).

On September 28, 2023, BPLP exercised a portion of the Accordion with 3 new lenders to the 2021 Credit Facility (“New Lenders”).

Each of the New Lenders

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entered into a lender agreement with BPLP to provide an aggregate of $ 315.0 million in additional revolving credit commitments, which increased the maximum borrowing amount under the 2021 Credit Facility from $ 1.5 billion to $ 1.815 billion.

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, CDOR, 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.

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.

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Pursuant to the 2021 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.

On June 1, 2023, BPLP amended the 2021 Credit Facility to replace the LIBOR-based daily floating rate option with a SOFR-based daily floating rate option and to add options for SOFR-based term floating rates and rates for alternative currency loans.

In addition, the amendment added a SOFR credit spread adjustment of 0.10 %.

Other than the foregoing, the material terms of the 2021 Credit Facility remain unchanged.

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, 2023 and December 31, 2022, BPLP had no amount outstanding under the Revolving Facility.

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).

As such, BPLP intends to maintain, at a minimum, availability under the 2021 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.

Unsecured Term Loans

On May 17, 2022, BPLP entered into a credit agreement, which provided for a single borrowing of up to $ 730.0 million (the “2022 Unsecured Term Loan”).

Upon entry into the credit agreement, BPLP exercised its option to draw $ 730.0 million under the 2022 Unsecured Term Loan, which was used for the acquisition of Madison Centre in Seattle, Washington.

The 2022 Unsecured Term Loan was scheduled to mature on May 16, 2023 and bore interest at a variable rate equal to term SOFR plus 0.95 % per annum based on BPLP’s credit rating at December 31, 2022.

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”).

Under the credit agreement, 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 matures on May 16, 2024 , with one 12 -month extension option, subject to customary conditions.

Upon entry into the credit agreement, BPLP exercised its option to draw $ 1.2 billion under the 2023 Unsecured Term Loan, a portion of which was used to repay in full the $ 730.0 million outstanding under the 2022 Unsecured Term Loan.

There was no prepayment penalty associated with the repayment of the 2022 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.

Based on BPLP’s credit rating upon entry into the credit agreement, the base rate margin is 0 basis points and the Term SOFR margin is 0.85 %.

As of December 31, 2023, the 2023 Unsecured Term Loan bears interest at a rate equal to adjusted Term SOFR plus 0.85 % (see Note 8 ) .

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

At December 31, 2022, BPLP had $ 730.0 million outstanding under the 2022 Unsecured Term Loan.

2021 Credit Facility and 2023 Unsecured Term Loan Compliance

The agreements governing the 2021 Credit Facility and 2023 Unsecured Term Loan 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, in the case of the 2021 Credit Facility, all outstanding amounts and the cancellation of all commitments outstanding under the 2021 Credit Facility and, in the case of the 2023 Unsecured Term Loan, any outstanding amount under the 2023 Unsecured Term Loan.

Among other covenants, the 2021 Credit Facility and the 2023 Unsecured Term Loan require 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 , (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.

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”).

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.

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;

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

The 2024 Unsecured Term Loan is subject to an interest rate swap contract to fix Daily Simple SOFR at an interest rate of approximately 2.688 % per annum through April 1, 2025 (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.

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:

(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.

At December 31, 2024, BPLP was in compliance with each of these financial and other covenant requirements.

Unsecured Commercial Paper

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

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

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

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

The commercial paper program is backstopped by available capacity under the 2021 Credit Facility.

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

Derivative Instruments and Hedging Activities

BPLP’s agreements with the swap derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation.

BPLP’s agreements with derivative counterparties contain provisions whereby if BPLP defaults on the underlying indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then BPLP could also be declared in default of the swap derivative obligation.

As of December 31, 2024, the Company had not posted any collateral related to the agreements.

Effective Hedge Instruments

On May 2, 2023 , BPLP entered into four interest rate swap contracts with notional amounts aggregating $ 1.2 billion.

BPLP entered into these interest rate swap contracts to reduce its exposure to the variability in future cash flows attributable to changes in the 2023 Unsecured Term Loan interest rate.

These interest rate swaps were entered into to fix Term SOFR, the reference rate for BPLP’s 2023 Unsecured Term Loan, at a weighted-average rate of 4.6420 % for the period commencing on May 4, 2023 and ending on May 16, 2024 (see Note 7 ) .

For the period from May 4, 2023 through December 31, 2023, the Company recognized approximately $( 4.2 ) million of interest expense related to its interest rate swap contracts.

On December 7, 2023 , BPLP entered into three interest rate swap contracts with notional amounts aggregating $ 600.0 million.

BPLP entered into these interest rate swap contracts to reduce its exposure to the variability in future cash flows attributable to changes in the interest rate associated with the $ 600.0 million mortgage secured by its 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties (see Note 7 ) .

These interest rate swaps were entered into to fix Daily Compounded SOFR, the reference rate for the mortgage, at a weighted-average fixed interest rate of 3.7925 % for the period commencing on December 15, 2023 and ending on October 26, 2028 , for an all in interest rate of 6.04 % per annum.

For the period from December 15, 2023 through December 31, 2023, the Company recognized approximately $( 0.4 ) million of interest expense related to these interest rate swap contracts.

On December 14, 2023, the Company completed the acquisition of it’s joint venture partner’s 45 % interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California (See Note 3).

The property is subject to $ 300.0 million of mortgage debt (see Note 7).

Prior to the Company’s acquisition, the borrower under the loan, SMBP LLC entered into three interest rate swap contracts with notional amounts aggregating $ 300.0 million to fix SOFR, the reference rate for the mortgage loan, at a weighted-average fixed interest rate of approximately 2.679 % per annum for a period that ends on April 1, 2025.

The Company acquired and elected to continue with hedge accounting for these swaps.

Upon acquisition, the Company recorded the interest rate swaps at their fair value of approximately $ 7.3 million.

These interest rate swap contracts were entered into to reduce the exposure to the variability in future cash flows attributable to changes in the interest rate associated with the mortgage loan.

For the period from December 14, 2023 through December 31, 2023, the Company recognized approximately $( 0.4 ) million of interest expense related to these interest rate swap contracts.

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

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s

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Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

BPLP’s derivative financial instruments are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis (See Note 2).

The Company did not incur any ineffectiveness during the year ended December 31, 2023.

BPLP’s and SMBP LLC’s interest rate swap contracts consisted of the following at December 31, 2023 (dollars in thousands):

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

If the hedges are deemed to be effective, the fair value is recorded in “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets and is subsequently reclassified into “Interest expense” in the Company’s Consolidated Statements of Operations in the period that the hedged forecasted transactions affect earnings.

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):

Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location

Effective Date Maturity Date Low High Fair Value

Interest Rate Swaps $ 1,200,000 May 4, 2023 May 16, 2024 4.638 % — 4.646 % Prepaid expenses and other assets $ 2,548

Interest Rate Swaps 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Other liabilities ( 7,198 )

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

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$ 900,000 $ 5,252

The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the years ended December 31, 2023, 2022 and 2021 (in thousands):

_______________

(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, 2024, 2023 and 2022 (in thousands):

Year ended December 31,

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Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2) $ 12,618 $ 6,703 $ 6,707

Amount of gain (loss) relate do the ineffective portion and amount excluded from effectiveness testing $ — $ — $ —

Amount of gain (loss) related to the ineffective portion and amount excluded from effectiveness testing $ — $ — $ —

_______________

(1) Includes the Company’s share of gain (loss) related to the effective portion of derivatives outstanding at its unconsolidated joint venture properties.

(2) Consists of amounts from previous interest rate programs.

(2) Includes amounts from previous interest rate programs.

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.

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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 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 from entering into these agreements .

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.

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.

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 its subsidiaries for the payment of tenant improvement allowances and brokerage commissions in connection with their leases and limited costs arising from delays in delivery of their premises.

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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.

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 ventures.

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 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, either the Company or its partners may be entitled to receive 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.

The Company has agreements with its outside or joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

The Company has agreements with its third-party joint venture partners whereby the partners agree to reimburse the joint venture for their share of any payments made under the guarantee.

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

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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 development of the Company’s 290 Binney Street project located in Cambridge, Massachusetts, which commenced on January 5, 2023 (see Note 3), the Cambridge Zoning Ordinance requires that a building permit for the construction of a residential project of at least 400,000 square feet be issued prior to or concurrently with the issuance of a building permit for the commercial building.

290 Binney Street and the residential project are components of the Company’s future life sciences development project located in the heart of Kendall Square in Cambridge, Massachusetts.

When completed the Company expects the project will consist of two premier workplace properties aggregating approximately 1.1 million rentable square feet of life sciences space and the approximately 400,000 square foot residential building.

The commencement of construction of each phase of the overall project is subject to various conditions, some of which are not within the Company’s control.

There can be no assurance that the conditions will be satisfied or that the Company will commence the development of the remaining phases on the terms and schedule currently contemplated or at all.

On October 2, 2023, the restructuring of Metropolitan Square was completed (See Note 6), which included, among other items, the closing of the New Mezz Loan with a maximum principal amount of $ 100.0 million, which loan is subordinate only to the Senior Loan.

The New Mezz Loan may be drawn upon for future lease-up, operating and other costs on an as needed basis, and amounts borrowed will bear interest at a per annum rate of 12 %, compounded monthly.

The Company will fund 20 %, or up to $ 20.0 million, of any amounts borrowed under the New Mezz Loan.

As of December 31, 2023, the Company has funded approximately $ 1.7 million.

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.

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

The mezzanine loan may be drawn upon for future lease-up, operating and other costs on an as-needed basis, and amounts borrowed will bear interest at a per annum rate of 12 %, compounded monthly.

As of December 31, 2024, the Company has funded approximately $ 4.9 million under the mezzanine loan.

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 connection with the acquisition of a premier workplace in New York City in 2010, the Company entered into an agreement with the seller pursuant to which the seller could earn various fees based on the future leasing performance of the property.

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.

The Company initially accrued approximately $ 1.5 million as an estimate of the fees it would owe the seller.

The seller filed suit against the Company claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement in 2020.

The disagreement between the Company and the seller involves material issues of contract interpretation and, more importantly, the method of calculating fees, including various inputs (both facts and assumptions) that drive the calculation.

In February 2024, a summary judgment was issued interpreting certain sections of the agreement in favor of the seller’s claims.

The Company believes it has meritorious defenses to the seller’s claims, is disputing the seller’s calculations and intends to continue defending itself vigorously.

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

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In 2020, the seller filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming that consideration significantly in excess of the initial reserve amount is owed under the agreement.

On January 25, 2024, the New York Supreme Court granted in part the seller’s motion for summary judgment finding that the Company owes the seller an “Additional Fee” and a “Final Fee” under the terms of the parties’ purchase agreement.

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.

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

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 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.

Although the Company rejects those calculations, there can be no assurance that the Company’s ultimate liability will not be significantly greater than its established accrual.

Although the Company disputes those calculations, there can be no assurance that the Company’s ultimate liability will not be material.

On April 26, 2024, Brammer Bio MA, LLC (“Brammer”), a subsidiary of Thermo Fisher Scientific Inc.

and an abutter to the Company’s 290 Binney Street development project located in Cambridge, Massachusetts, filed a complaint in Superior Court in Suffolk County, Massachusetts against the Company relating to certain ongoing construction activities.

In the first quarter of 2023, the Company commenced development of 290 Binney Street, an approximately 573,000 net rentable square foot laboratory/life sciences property that is 100 % pre-leased to AstraZeneca Pharmaceuticals (“AstraZeneca”).

The Company has a 55 % interest in the joint venture that owns 290 Binney Street.

Brammer subleases the premises at 250 Binney Street, the Company’s approximately 67,000 net rentable square foot life sciences property that is adjacent to 290 Binney Street.

Brammer alleged that, as a result of the Company’s construction of 290 Binney Street, it is threatened with irreparable harm due to intrusion onto the 250 Binney Street premises and the loss of its property rights.

Brammer also alleged that the 290 Binney Street development project has caused and is causing major disruption to its manufacturing operations, and that it has suffered and will continue to suffer damages in the form of losses to its clients and customers.

Brammer brought the action for quiet title, breach of contract, trespass and nuisance, and it is seeking declaratory and injunctive relief and specific performance purportedly to protect its property interests in the premises located at 250 Binney Street.

On May 16, 2024, Brammer’s motion for a preliminary injunction was denied by the trial court.

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.

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

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

If the Company is enjoined from further construction activities, it could suffer delays in construction that could result in its failure to deliver a completed building on the schedule contemplated by the Company’s lease with AstraZeneca or at all, and this could result in owing financial penalties to AstraZeneca and other third parties.

Although the Company is unable to estimate a range of loss for all related matters for which losses are reasonably possible, if the court grants injunctive relief or awards monetary damages to Brammer, it could have a material adverse effect on the Company’s results of operations and financial condition.

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.

The plaintiffs filed the lawsuit in the United States District Court for the Southern District of New York on January 24, 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.

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.

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.

Concentrations of Credit Risk

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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The property insurance program per occurrence limits for 767 Fifth Avenue are $ 1.625 billion, including Terrorism Coverage.

The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages.

The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by IXP, LLC (“IXP”) as a direct insurer, for the properties in the Company’s portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which the Company manages.

The per occurrence limit for NBCR Coverage is $ 1.0 billion.

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IXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and its insurance policy is maintained after the payout by the Federal Government.

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Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment.

If the Company experiences a loss and IXP is required to pay under its insurance policy, the Company would ultimately record the loss to the extent of the required payment.

Therefore, insurance coverage provided by IXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.

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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.

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 and financial condition and results of operations.

Any such loss could materially and adversely affect the Company’s business, financial condition and results of operations.

State and Local Tax Matters

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The Company also believes that these properties qualify for liability relief under certain statutory provisions or regulatory practices regarding upgradient releases.

Although the Company believes that the current or former owners of the upgradient source properties

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may bear responsibility for some or all of the costs of addressing the identified groundwater contamination, the Company will take such further response actions (if any) that it deems necessary or advisable.

Although the Company believes that the current or former owners of the upgradient source properties may bear responsibility for some or all of the costs of addressing the identified groundwater contamination, the Company will take such further response actions (if any) that it deems necessary or advisable.

Other than periodic testing at some of these properties, no such additional response actions are anticipated at this time.

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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.

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.

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Noncontrolling interests relate to the interests in BPLP not owned by BXP and interests in consolidated property partnerships not wholly-owned by the Company.

As of December 31, 2023, the noncontrolling interests in BPLP consisted of 16,508,277 OP Units, 2,065,861 LTIP Units (including 480,511 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2020 (i.e., 2012 OPP and 2013 - 2020 MYLTIP awards)), 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units held by parties other than BXP.

As of December 31, 2024, the noncontrolling interests in BPLP consisted of the following:

OP Units LTIP Units (1) 2022 MYLTIP Units 2023 MYLTIP Units 2024 MYLTIP Units

15,730,882 2,335,229 252,151 322,053 330,479

(1) Includes 617,961 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2021 (i.e., 2012 OPP and 2013 - 2021 MYLTIP awards).

Noncontrolling Interest—Common Units

During the years ended December 31, 2024 and 2023, 1,147,013 and 102,699 OP Units, respectively, were presented by the holders for redemption (including an aggregate of 122,241 and 94,863 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, 2023, BPLP had outstanding 349,267 2021 MYLTIP Units, 252,151 2022 MYLTIP Units and 322,053 2023 MYLTIP Units.

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 2021 - 2023 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 agreed to the number of 2021 - 2023 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2021 - 2023 MYLTIP Units.

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On February 5, 2021, the measurement period for the Company’s 2018 MYLTIP awards ended and, based on BXP’s relative TSR performance, the final awards were determined to be 29.2 % of target, or an aggregate of approximately $ 4.6 million (after giving effect to employee separations).

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 December 14, 2021, BPLP issued approximately 866,503 OP Units as partial consideration for the acquisition of 360 Park Avenue South in New York, New York.

The OP Units issued totaled approximately $ 99.7 million based on the average closing price per share of BXP’s common stock for the five trading days immediately preceding the closing date.

On February 4, 2022, the 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).

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 3, 2023, the 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).

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 (including the 2012 OPP Units, 2013 - 2019 MYLTIP Units and, after the February 3, 2023 measurement date, the 2020 MYLTIP Units) and its distributions on the 2020 MYLTIP Units (prior to the February 3, 2023 measurement date) and 2021 - 2023 MYLTIP Units (after the February 7, 2023 issuance date of the 2023 MYLTIP Units) that occurred during the year ended December 31, 2023:

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

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December 29, 2023 January 30, 2024 $ 0.98 $ 0.098

The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2018 MYLTIP Units and, after the February 4, 2022 measurement date, the 2019 MYLTIP Units) and its distributions on the 2019 MYLTIP Units (prior to the February 4, 2022 measurement date) and 2020 - 2022 MYLTIP Units (after the February 1, 2022 issuance date of the 2022 MYLTIP Units) that occurred during the year ended December 31, 2022:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

December 30, 2022 January 30, 2023 $ 0.98 $ 0.098

September 29, 2023 October 31, 2023 $ 0.98 $ 0.098

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December 30, 2022 January 30, 2023 $ 0.98 $ 0.098

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The following table presents BPLP’s distributions on the OP Units and LTIP Units (including the 2012 OPP Units, 2013 - 2017 MYLTIP Units and, after the February 5, 2021 measurement date, the 2018 MYLTIP Units) and its distributions on the 2018 MYLTIP Units (prior to the February 5, 2021 measurement date) and 2019 - 2021 MYLTIP Units (after the February 2, 2021 issuance date of the 2021 MYLTIP Units) that occurred during the year ended December 31, 2021:

Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit

December 31, 2021 January 28, 2022 $ 0.98 $ 0.098

September 30, 2022 October 31, 2022 $ 0.98 $ 0.098

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The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.9 billion and $ 1.6 billion at December 31, 2024 and December 31, 2023, respectively, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

On July 28, 2023, the Company entered into a joint venture agreement with an institutional investor for the future development of 343 Madison Avenue located on Madison Avenue between 44th and 45th Streets in New York City, New York adjacent to Grand Central Station.

Prior to the formation of the joint venture, the Company and the institutional investor were engaged in a collaborative arrangement.

The Company owns a 55 % interest in the joint venture and its partner owns a 45 % interest, and the Company will provide customary development, property management, and leasing services.

The joint venture partner contributed approximately $ 4.8 million in cash and $ 17.5 million in improvements and prepaid ground rent for their 45 % ownership interest in the joint venture.

The Company contributed approximately $ 5.9 million in cash and $ 21.4 million in improvements and prepaid ground rent for its 55 % ownership interest in the joint venture.

The transaction did not qualify as a sale of real estate for financial reporting purposes as the Company continues to effectively control this property and will continue to account for the property on a consolidated basis in its financial statements, s ee Note 4.

On November 13, 2023, the Company entered into agreements to sell a 45 % interest in 290 Binney Street and 300 Binney Street, two life sciences development projects located in Kendall Square in Cambridge, Massachusetts, to an institutional investor (See Note 3).

Upon entry into the agreement, the Company completed the sale of a 45 % interest in 300 Binney Street.

The institutional investor funded approximately $ 212.9 million in cash at closing for its investment in 300 Binney Street, including future costs to fund completion of the development project.

The Company will retain a 55 % ownership interest in the joint venture and fund all remaining costs of the development.

The Company has accounted for the transaction as an equity transaction and has recognized noncontrolling interest in its Consolidated Balance Sheets totaling approximately $ 35.5 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 $ 177.4 million, has been reflected as an increase in additional paid-in capital in the Company’s Consolidated Balance Sheets.

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

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financial statements and no gain was recognized in the Consolidated Statements of Operations.

As the institutional investor pre-funded their contributions, it resulted in the partners’ equity balances not being proportionate to each partners’ ownership percentage.

As a result, 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.

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 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.

For the period ended December 31, 2023, the adjustment was approximately $ 17.0 million.

The Company will provide customary development, property management and leasing services to the joint venture.

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.

Stockholders’ Equity / Partners’ Capital

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December 31, 2021 January 28, 2022 $ 0.98 $ 0.98

Preferred Stock

At December 31, 2020, BXP had 80,000 shares ( 8,000,000 depositary shares each representing 1/100th of a share) outstanding of its 5.25 % Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”) with a liquidation preference of $ 2,500.00 per share ($ 25.00 per depositary share).

BXP paid cumulative cash dividends on the Series B Preferred Stock at a rate of 5.25 % per annum of the $ 2,500.00 liquidation preference per share.

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BXP did not have the right to redeem the Series B Preferred Stock prior to March 27, 2018, except in certain circumstances relating to the preservation of BXP’s REIT status.

On and after March 27, 2018, BXP, at its option, could redeem the Series B Preferred Stock for a cash redemption price of $ 2,500.00 per share ($ 25.00 per depositary share), plus all accrued and unpaid dividends.

The Series B Preferred Stock was not redeemable by the holders, had no maturity date and was not convertible into any other security of BXP or its affiliates.

On March 2, 2021, BXP issued a redemption notice for 80,000 shares of its Series B Preferred Stock, which constituted all of the outstanding Series B Preferred Stock, and the corresponding depositary shares, each representing 1/100th of a share of Series B Preferred Stock.

The redemption price per share of Series B Preferred Stock was $ 2,500 , plus all accrued and unpaid dividends to, but not including, the redemption date, totaling $ 2,516.41 per share.

On March 31, 2021, the Company transferred the full redemption price for all outstanding shares of Series B Preferred Stock of approximately $ 201.3 million, including approximately $ 1.3 million of accrued and unpaid dividends to, but not including, the redemption date, to the redemption agent.

The excess of the redemption price over the carrying value of the Series B Preferred Stock and BPLP’s Series B Preferred Units of approximately $ 6.4 million relates to the original issuance costs and is reflected as a reduction to Net Income Attributable to Boston Properties, Inc.

Common Shareholders and Net Income Attributable to Boston Properties Limited Partnership Common Unitholders on the Consolidated Statement of Operations.

On April 1, 2021 , BXP redeemed all of the outstanding shares of Series B Preferred Stock and all of the outstanding depositary shares.

In connection with the redemption of the Series B Preferred Stock, all of the Series B Preferred Units, which had terms and preferences generally mirroring those of the Series B Preferred Stock, were redeemed by BPLP.

The following table presents BXP’s dividend per share on its Series B Preferred Stock paid during the year ended December 31, 2021:

Record Date Payment Date Dividend (Per Share)

February 5, 2021 February 16, 2021 $ 32.8125

Segment Information

The following tables present reconciliations of Net Income Attributable to Boston Properties, Inc.

common shareholders to the Company’s share of Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership common unitholders to the Company’s share of Net Operating Income for the years ended December 31, 2023, 2022 and 2021.

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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 Company’s CODMs are its Chief Executive Officer and President.

The CODMs review operating performance and financial reports by geographic area and property type.

In addition, given the size of the Company’s joint venture portfolio, the CODMs utilize the Company’s share of net operating income (“NOI”), which includes the Company’s share of NOI from consolidated and unconsolidated joint ventures, as its profit or loss measure in assessing each segment’s performance and deciding how to allocate resources.

The Company’s share of NOI is used by the CODMs to evaluate the profitability and performance of each geographic area on a consistent and comparable basis, supporting decisions on capital resource allocation, including in connection with development, redevelopment, acquisition and disposition activities in each segment.

Additionally, the Company believes its share of NOI is useful as a profit or loss measure and believes it provides useful information regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to BXP, Inc.

and net income attributable to Boston Properties Limited Partnership.

Asset information by segment is not reported because the Company and the CODMs are not provided with the segment asset information and therefore do not use this measure to assess performance or allocate resources.

Asset values for the Company’s properties are reported in the Consolidated Balance Sheets at historical cost, which may not reflect current market values.

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 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.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

The Company also presents information for each segment by property type, including Office (which includes office, life sciences and retail), Residential and Hotel.

The Company shows the different property types as the revenue from each type is derived from non-comparable lease structures.

The following tables present reconciliations of Company’s share of NOI to Net Income Attributable to BXP, Inc.

and Net Income Attributable to Boston Properties Limited Partnership for the years ended December 31, 2024, 2023 and 2022.

Year ended December 31,

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(in thousands)

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 $ 848,947 $ 496,223

Preferred stock redemption charge — — 6,412

Preferred dividends — — 2,560

Noncontrolling interest—common units of the Operating Partnership

Company’s share of NOI $ 1,984,056 $ 1,965,106 $ 1,883,796

Development and management services revenue 28,060 40,850 28,056

Direct reimbursements of payroll and related costs from management services contracts

16,488 17,771 15,450

Noncontrolling interests in property partnerships 78,661 74,857 70,806

Interest expense 579,572 437,139 423,346

Losses from early extinguishment of debt — — 45,182

Losses from interest rate contracts 79 — —

Net operating income from unconsolidated joint ventures 160,695 146,081 107,756

Loss from unconsolidated joint ventures 239,543 59,840 2,570

Depreciation and amortization expense 830,813 749,775 717,336

Transaction costs 4,313 2,905 5,036

Payroll and related costs from management services contracts

Gains on sales of real estate 602 517 437,019

Gain on sales-type lease — — 10,058

Interest and other income (loss) 60,199 69,964 11,940

Other income - assignment fee — — 6,624

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

Unrealized gain (loss) on non-real estate investments 546 239 ( 150 )

Net operating income attributable to noncontrolling interests in property partnerships

186,707 194,365 191,812

General and administrative expense 159,983 170,158 146,378

Net operating income attributable to noncontrolling interests in property partnerships

Payroll and related costs from management services contracts

16,488 17,771 15,450

Unrealized gain (loss) on non-real estate investment 239 ( 150 ) —

Gains (losses) from investments in securities 5,556 ( 6,453 ) 5,626

Other income - assignment fee — 6,624 —

Interest and other income (loss) 69,964 11,940 5,704

Gain on sales-type lease — 10,058 —

Gains on sales of real estate 517 437,019 123,660

Direct reimbursements of payroll and related costs from management services contracts

Transaction costs 1,597 4,313 2,905

Depreciation and amortization expense 887,191 830,813 749,775

Loss from unconsolidated joint ventures 343,177 239,543 59,840

Net operating income from unconsolidated joint ventures 129,718 160,695 146,081

Losses from interest rate contracts — 79 —

Impairment loss 13,615 — —

Interest expense 645,117 579,572 437,139

Net Income 84,188 291,424 1,020,584

Noncontrolling interests in property partnerships 67,516 78,661 74,857

Noncontrolling interest—common units of the Operating Partnership

2,400 22,548 96,780

Development and management services revenue 40,850 28,056 27,697

Company’s share of Net Operating Income $ 1,965,106 $ 1,883,796 $ 1,735,740

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Net income attributable to BXP, Inc.

$ 14,272 $ 190,215 $ 848,947

Year ended December 31,

1 unchanged sentence

(in thousands)

Net income attributable to Boston Properties Limited Partnership common unitholders $ 219,771 $ 957,265 $ 561,993

Preferred unit redemption charge — — 6,412

Preferred distributions — — 2,560

Noncontrolling interests in property partnerships 78,661 74,857 70,806

Interest expense 579,572 437,139 423,346

Losses from early extinguishment of debt — — 45,182

Losses from interest rate contracts 79 — —

Net operating income from unconsolidated joint ventures 160,695 146,081 107,756

Loss from unconsolidated joint ventures 239,543 59,840 2,570

Depreciation and amortization expense 823,805 742,293 709,035

Transaction costs 4,313 2,905 5,036

Payroll and related costs from management services contracts

Company’s share of NOI $ 1,984,056 $ 1,965,106 $ 1,883,796

Development and management services revenue 28,060 40,850 28,056

Direct reimbursements of payroll and related costs from management services contracts

16,488 17,771 15,450

General and administrative expense 170,158 146,378 151,573

Gains on sales of real estate 602 517 441,075

Gain on sales-type lease — — 10,058

Interest and other income (loss) 60,199 69,964 11,940

Other income - assignment fee — — 6,624

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

Unrealized gain (loss) on non-real estate investments 546 239 ( 150 )

Net operating income attributable to noncontrolling interests in property partnerships

186,707 194,365 191,812

Unrealized gain (loss) on non-real estate investment 239 ( 150 ) —

Gains (losses) from investments in securities 5,556 ( 6,453 ) 5,626

Other income - assignment fee — 6,624 —

Interest and other income (loss) 69,964 11,940 5,704

Gain on sales-type lease — 10,058 —

Gains on sales of real estate 517 441,075 125,198

Direct reimbursements of payroll and related costs from management services contracts

General and administrative expense 159,983 170,158 146,378

Payroll and related costs from management services contracts

16,488 17,771 15,450

Development and management services revenue 40,850 28,056 27,697

Company’s share of Net Operating Income $ 1,965,106 $ 1,883,796 $ 1,735,740

Net operating income (“NOI”) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders, as applicable, the most directly comparable GAAP financial measures, plus (1) preferred stock/unit redemption charge, preferred dividends/distributions, net income attributable to noncontrolling interests, interest expense, losses from early extinguishment of debt, losses from interest rate contracts, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, other income - assignment fee, interest and other income (loss), gain on sales-type lease, gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.

The Company believes NOI is useful to investors as a performance measure and believes it provides useful information to investors regarding its results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc.

common shareholders and net income attributable to Boston Properties Limited Partnership common unitholders.

For example, interest expense is 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

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Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity).

In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level.

NOI presented by the Company may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

The Company’s internal reporting utilizes its share of NOI, which includes its share of NOI from consolidated and unconsolidated joint ventures, which is a non-GAAP financial measure that is calculated as the consolidated amount, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s economic percentage ownership interest and, in some cases, after priority allocations), less the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ economic percentage ownership interests and, in some cases, after priority allocations, income allocation to private REIT shareholders and their share of fees due to the Company).

The Company’s share of NOI from unconsolidated joint ventures, as defined above, also does not include its share of unrealized gain (loss) on derivative instruments, gain on sale of investment, gain on investment, gain (loss) on sale/consolidation and impairment losses on investments, all of which are included within Loss from Unconsolidated Joint Ventures in the Company’s Consolidated Statements of Operations.

Management utilizes its share of NOI in assessing its performance as the Company has several significant joint ventures and, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes.

In other cases, GAAP requires that the Company consolidate the venture even though the Company’s partner(s) owns a significant percentage interest.

As a result, the presentations of the Company’s share of NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP.

Asset information by segment is not reported because the Company does not use this measure to assess performance.

Therefore, depreciation and amortization expense is not allocated among segments.

Interest expense, losses from early extinguishment of debt, losses from interest rate contracts, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts, corporate general and administrative expense, unrealized gain (loss) on non-real estate investment, gains (losses) from investments in securities, other income - assignment fee, interest and other income (loss), gain on sales-type lease, gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue are not included in NOI and are provided as reconciling items to the Company’s reconciliations of its share of NOI to net income.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.

The Company’s segments by geographic area are Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

On September 1, 2021, the Company invested in a joint venture that acquired Safeco Plaza located in Seattle, Washington.

As such, the Seattle region was identified as a segment during the third quarter of 2021.

The Company also presents information for each segment by property type, including Premier Workplace (which includes office, life sciences and retail), Residential and Hotel.

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Information by geographic area and property type (dollars in thousands):

Transaction costs 1,597 4,313 2,905

Depreciation and amortization expense 880,383 823,805 742,293

Loss from unconsolidated joint ventures 343,177 239,543 59,840

Net operating income from unconsolidated joint ventures 129,718 160,695 146,081

Losses from interest rate contracts — 79 —

Impairment loss 13,615 — —

Interest expense 645,117 579,572 437,139

Net Income 90,996 298,432 1,032,122

Noncontrolling interests in property partnerships 67,516 78,661 74,857

Net income attributable to Boston Properties Limited Partnership $ 23,480 $ 219,771 $ 957,265

The following table presents a reconciliation of Revenue from the Consolidated Financial Statements to Rental Revenue for the years ended December 31, 2024, 2023 and 2022.

Year ended December 31,

2024 2023 2022

(in thousands)

Revenue $ 3,407,719 $ 3,273,569 $ 3,108,581

Development and management services 28,060 40,850 28,056

Direct reimbursements of payroll and related costs from management services contracts 16,488 17,771 15,450

Total rental revenue $ 3,363,171 $ 3,214,948 $ 3,065,075

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).

For the year ended December 31, 2024:

1 unchanged sentence

Rental Revenue:

Premier Workplace $ 1,093,840 $ 3,890 $ 1,053,615 $ 539,904 $ 63,830 $ 364,920 $ 3,119,999

Office $ 1,159,460 $ 75,353 $ 1,042,460 $ 522,463 $ 44,080 $ 418,623 $ 3,262,439

Residential 17,198 — — 13,668 — 18,642 49,508

3 unchanged sentences

Rental Expenses:

Premier Workplace 393,339 1,431 415,831 194,205 12,387 143,504 1,160,697

Office 427,446 27,537 437,600 199,324 13,170 158,289 1,263,366

Residential 6,495 — — 8,940 — 8,037 23,472

8 unchanged sentences

% of Grand Totals 37.67 % 3.79 % 24.21 % 17.45 % 1.95 % 14.93 % 100.00 %

_______________

(1) Rental Revenue is equal to Total Revenue per the Company’s Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.

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For the year ended December 31, 2023:

1 unchanged sentence

Rental Revenue:

Premier Workplace $ 1,005,156 $ — $ 1,031,479 $ 534,397 $ 31,978 $ 365,402 $ 2,968,412

Office $ 1,093,840 $ 3,890 $ 1,053,615 $ 539,904 $ 63,830 $ 364,920 $ 3,119,999

Residential 16,452 — — 14,102 — 17,038 47,592

3 unchanged sentences

Rental Expenses:

Premier Workplace 360,218 — 391,293 183,353 8,386 135,237 1,078,487

Office 393,339 1,431 415,831 194,205 12,387 143,504 1,160,697

Residential 6,378 — — 9,255 — 7,617 23,250

8 unchanged sentences

% of Grand Totals 36.35 % 2.61 % 25.62 % 18.66 % 3.00 % 13.76 % 100.00 %

_______________

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For the year ended December 31, 2022:

1 unchanged sentence

Rental Revenue:

Premier Workplace $ 930,560 $ — $ 1,012,172 $ 508,620 $ — $ 340,808 $ 2,792,160

Office $ 1,005,156 $ — $ 1,031,479 $ 534,397 $ 31,978 $ 365,402 $ 2,968,412

Residential 15,086 — — 14,769 — 27,326 57,181

3 unchanged sentences

Rental Expenses:

Premier Workplace 322,298 — 379,267 168,040 — 127,102 996,707

Office 360,218 — 391,293 183,353 8,386 135,237 1,078,487

Residential 5,961 — — 11,371 — 12,251 29,583

5 unchanged sentences

Net operating income attributable to noncontrolling interests in property partnerships ( 45,822 ) — ( 145,990 ) — — — ( 191,812 )

Company’s share of net operating income (loss) from unconsolidated joint ventures 16,551 51,641 ( 664 ) 14,152 2,498 23,578 107,756

Company’s share of net operating income from unconsolidated joint ventures 34,233 53,023 1,594 12,785 7,690 36,756 146,081

Company’s share of net operating income $ 654,478 $ 53,023 $ 495,790 $ 367,227 $ 31,282 $ 281,996 $ 1,883,796

% of Grand Totals 34.75 % 2.81 % 26.32 % 19.49 % 1.66 % 14.97 % 100.00 %

_______________

Earnings Per Share / Common Unit

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc.

common shareholders 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 Boston Properties, Inc.

common shareholders by the weighted-average number of common shares outstanding during the period.

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.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities.

2 unchanged sentences

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 - 2020 MYLTIP Units required, and the 2021 - 2023 MYLTIP Units require, BXP to outperform absolute and/or relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, BXP excludes such units from the diluted EPS calculation.

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.

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Year ended December 31, 2024

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 156,863 $ 1.21

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties, Inc.

common shareholders

Net income attributable to BXP, Inc.

$ 14,272 157,468 $ 0.09

2 unchanged sentences

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders $ 190,215 157,201 $ 1.21

Net income attributable to BXP, Inc.

$ 14,272 157,793 $ 0.09

Year ended December 31, 2023

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders $ 848,947 156,726 $ 5.42

Allocation of undistributed earnings to participating securities

( 891 ) — ( 0.01 )

Net income attributable to Boston Properties, Inc.

common shareholders

Net income attributable to BXP, Inc.

$ 190,215 156,863 $ 1.21

1 unchanged sentence

Stock Based Compensation

— 411 ( 0.01 )

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders $ 848,056 157,137 $ 5.40

Net income attributable to BXP, Inc.

$ 190,215 157,201 $ 1.21

Year ended December 31, 2022

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

Net income attributable to BXP, Inc.

$ 848,947 156,726 $ 5.42

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties, Inc.

common shareholders

( 891 ) — ( 0.01 )

Net income attributable to BXP, Inc.

848,056 156,726 5.41

Effect of Dilutive Securities:

1 unchanged sentence

Diluted Earnings:

Net income attributable to Boston Properties, Inc.

common shareholders

Net income attributable to BXP, Inc.

$ 848,056 157,137 $ 5.40

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The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership common unitholders 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 common unitholders by the weighted-average number of common units outstanding during the period.

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.

2 unchanged sentences

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 - 2020 MYLTIP Units required, and the 2021 - 2023 MYLTIP Units require, BXP to outperform absolute and/or relative return 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.

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.

Included in the number of units (the denominator) below are approximately 17,933,000 , 17,634,000 and 17,034,000 redeemable common units for the years ended December 31, 2023, 2022 and 2021, respectively.

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

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 219,771 174,796 $ 1.26

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties Limited Partnership common unitholders

219,771 174,796 $ 1.26

Net income attributable to Boston Properties Limited Partnership $ 23,480 175,390 $ 0.13

Effect of Dilutive Securities:

1 unchanged sentence

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 219,771 175,134 $ 1.25

Net income attributable to Boston Properties Limited Partnership $ 23,480 175,715 $ 0.13

Year ended December 31, 2023

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 957,265 174,360 $ 5.49

Allocation of undistributed earnings to participating securities

( 991 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership common unitholders

956,274 174,360 5.48

Net income attributable to Boston Properties Limited Partnership $ 219,771 174,796 $ 1.26

Effect of Dilutive Securities:

1 unchanged sentence

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 956,274 174,771 $ 5.47

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Net income attributable to Boston Properties Limited Partnership $ 219,771 175,134 $ 1.25

Year ended December 31, 2022

3 unchanged sentences

Basic Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 561,993 173,150 $ 3.25

Net income attributable to Boston Properties Limited Partnership $ 957,265 174,360 $ 5.49

Allocation of undistributed earnings to participating securities

Net income attributable to Boston Properties Limited Partnership common unitholders

( 991 ) — ( 0.01 )

Net income attributable to Boston Properties Limited Partnership 956,274 174,360 5.48

Effect of Dilutive Securities:

1 unchanged sentence

Diluted Earnings:

Net income attributable to Boston Properties Limited Partnership common unitholders

$ 561,993 173,410 $ 3.24

Net income attributable to Boston Properties Limited Partnership $ 956,274 174,771 $ 5.47

Employee Benefit Plans

15 unchanged sentences

(i) the maximum number of shares of common stock reserved and available for issuance under the 2021 Plan is 5,400,000 shares less one share for every one share that was granted between March 4, 2021 and May 19, 2021 under the 2012 Plan, (ii) shares of common stock underlying awards granted under the 2021 Plan or the 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan and, with respect to “full-value” awards under the 2021 Plan or the 2012 Plan, shares tendered or held back for taxes and shares previously reserved for issuance pursuant to such an award to the extent that such shares are not issued and are no longer issuable pursuant to such an award (e.g., in the event that a full-value award that may be settled in cash or by issuance of shares of common stock is settled in cash) will be added back to the shares available for issuance under the 2021 Plan, (iii) the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, dividend equivalent rights, cash-based awards and other equity-based awards (including LTIP Units) is permitted, (iv) stock options may not be repriced and “underwater” stock options may not be exchanged for another award or cash without stockholder approval;

and (v) the term of the 2021 Plan ends ten years from the date

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of stockholder approval, or May 20, 2031.

On January 25, 2023, BXP’s Compensation Committee approved the grant of 2023 MYLTIP awards under the 2021 Plan to certain executive officers of BXP, effective February 7, 2023.

The 2023 MYLTIP awards consist of two, equally weighted (50% each) components that utilize BXP’s TSR over a three-year measurement period as the performance metrics.

Total earned awards under the 2023 MYLTIP, if any, will equal the sum of the number of LTIP Units earned under the two components and will range from zero to a maximum of 322,053 LTIP Units with a target of approximately 161,026 LTIP Units and linear interpolation between zero and maximum.

Earned awards (if any) will vest 100% on February 6, 2026, but, in general, may not be converted, redeemed, sold or otherwise transferred for one additional year thereafter.

The 2023 MYLTIP awards are in the form of LTIP Units issued on the grant date, and they are subject to forfeiture to the extent awards are not earned.

Prior to the performance measurement date holders of the 2023 MYLTIP Units are only entitled to one-tenth ( 10 %) of the regular quarterly distributions payable on common partnership units.

Following the completion of the three -year performance period, the Company will also make a “catch-up” cash payment on the 2023 MYLTIP Units that are ultimately earned in an amount equal to the regular and special distributions, if any, declared during the performance period on a number of shares of BXP’s Common Stock equal to the number of 2023 MYLTIP Units that are earned, less the distributions actually paid to holders of 2023 MYLTIP Units during the performance period on all of the awarded 2023 MYLTIP Units.

Under ASC 718 “Compensation - Stock Compensation,” the 2023 MYLTIP awards have an aggregate value of approximately $ 13.1 million, which amount will generally be amortized into earnings under the graded vesting method.

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.

Earned awards will range from zero to a maximum of 330,479 LTIP Units depending on BXP’s performance under the three components, with a target of approximately 165,240 LTIP Units.

Under ASC 718 “Compensation - Stock Compensation,” the 2024 MYLTIP awards have an aggregate value of approximately $ 11.1 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.

1 unchanged sentence

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 322,053 2023 MYLTIP Units, 254,061 2022 MYLTIP Units and 352,021 2021 MYLTIP Units to employees under the 2012 Plan and 2021 Plan during the years ended December 31, 2023, 2022 and 2021, respectively.

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.

Employees and non-employee directors paid $ 0.01 per share of restricted common stock and $ 0.25 per LTIP Unit and MYLTIP Unit.

8 unchanged sentences

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 2020 - 2023

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MYLTIP Units was approximately $ 50.2 million, $ 50.7 million and $ 49.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

At December 31, 2023, there was (1) an aggregate of approximately $ 20.7 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $ 0.3 million of unrecognized compensation expense related to unvested 2021 - 2023 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.5 years.

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.

The unrecognized compensation expense related to unvested restricted stock and LTIP Units is expected to be recognized over a weighted-average period of approximately 2.4 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.

11 unchanged sentences

Outstanding at December 31, 2022 103,641 $ 97.01

Exercised — $ —

Outstanding at December 31, 2022 103,641 $ 97.01

Forfeited ( 103,641 ) $ —

Outstanding at December 31, 2023 — $ —

There were no stock options outstanding as of December 31, 2023.

In addition, BXP had 103,641 options exercisable and vested at a weighted-average exercise price of $ 97.01 at December 31, 2022 and 2021.

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 adopted the 1999 Non-Qualified Employee Stock Purchase Plan (the “Stock Purchase Plan”) to encourage the ownership of Common Stock by eligible employees.

3 unchanged sentences

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, $ 1.6 million and $ 1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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.

2 unchanged sentences

On June 5, 2023, a joint venture in which the Company owns a 30 % interest repaid the construction loan collateralized by its 500 North Capitol Street, NW property and obtained new mortgage loans with related parties.

The new mortgage loans have an aggregate principal balance of $ 105.0 million, bear interest at a weighted average fixed rate of 6.83 % per annum and mature on June 5, 2026 (see Note 6).

The Company funded $ 10.5 million of the

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refinancing at a fixed rate equal to 8.03 % per annum.

The new mortgage loans have an aggregate principal balance of $ 105.0 million, bear interest at a weighted average fixed rate of 6.83 % per annum and mature on June 5, 2026.

The Company funded $ 10.5 million of the refinancing at a fixed rate equal to 8.03 % per annum.

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 $ 0.6 million for the year ended December 31, 2023.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot premier workplace in Washington, DC.

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.

500 North Capitol Street, NW is an approximately 231,000 net rentable square foot office property in Washington, DC.

On July 13, 2018, the Company entered into a joint venture with a third party to acquire a development site at 3 Hudson Boulevard that, upon the future acquisition of additional available development rights, can accommodate an office tower with up to 2.0 million net rentable square feet located on the entire square block between 11th Avenue and Hudson Boulevard Park from West 34th Street to West 35th Street in New York City.

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 matures on February 9, 2024 (see Note 6 and 17).

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 $ 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.

Loan fees and direct costs associated with loans originated by the Company are deferred and amortized over the term of the note as interest income.

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.

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The Company’s liability as of December 31, 2024 and 2023 was approximately $ 0.7 million and $ 0.8 million, respectively, which is included in the accompanying Consolidated Balance Sheets.

The terms of the non-employee director compensation program require the classification of these deferred stock units as temporary equity on the Consolidated Balance Sheets of Boston Properties, Inc.

The terms of the non-employee director compensation program require the classification of these deferred stock units as temporary equity on the Consolidated Balance Sheets of BXP, Inc.

and Boston Properties Limited Partnership within Redeemable Deferred Stock Units.

On December 16, 2021, in connection with the resignation of a director’s service on the Board of Directors of BXP, BXP issued 498 shares of Common Stock in settlement of the director’s outstanding deferred stock units.

At December 31, 2024 and 2023, BXP had outstanding 128,227 and 119,471 deferred stock units, respectively.

Subsequent Events

On January 8, 2024, the Company’s completed the acquisition of its joint venture partner’s 50 % economic ownership interest in 901 New York Avenue for a gross purchase price of $ 10.0 million.

The acquisition was completed with available cash.

901 New York Avenue is a premier workplace consisting of approximately 548,000 net rentable square feet.

The property is subject to existing mortgage indebtedness of approximately $ 207.1 million.

At acquisition the mortgage loan bore interest at 3.61 % per annum and matured on January 5, 2025.

On January 11, 2024, the Company modified the mortgage loan secured by 901 New York Avenue.

The modified mortgage loan continues to bear interest at a fixed rate of 3.61 % per annum and has an initial maturity date of January 5, 2025 with two extension options, subject to certain conditions.

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).

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 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 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.

Earned awards will range from zero to a maximum of 330,479 LTIP Units depending on BXP’s

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performance under the three components, with a target of approximately 165,240 LTIP Units.

Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted FFO per share growth, respectively, over a three year measurement period as the performance metrics and the third component utilizes a 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, the 2025 MYLTIP awards have an aggregate value of approximately $ 12.7 million.

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

The repayment was completed with available cash and the $ 600 million proceeds from the mortgage loan entered into on October 26, 2023 (See Note 7).

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

On February 1, 2024, the 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).

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).

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

On February 2, 2024 and February 6, 2024, BXP issued an aggregate of 71,124 shares of restricted common stock and BPLP issued an aggregate of 429,237 LTIP Units under the 2021 Plan to certain employees of BXP.

On February 6, 2024, a joint venture in which the Company owns a 25 % 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 balance of $ 80.0 million, bore interest at a variable rate equal to Term SOFR plus approximately 3.61 % per annum and was scheduled to mature on February 9, 2024.

The extended loan now matures on May 9, 2024 (See Notes 6 and 16).

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 owns a 50 % 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 (See Note 6).

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

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

On 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.

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