BXP, Inc. 10-K

Item 9A. Controls and Procedures. BXP, Inc. As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of BXP, Inc.’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, BXP, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in BXP, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of BXP, Inc.’s fiscal year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, BXP, Inc.’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is set forth on page 102 of this Annual Report on Form 10-K and is incorporated herein by reference. Boston Properties Limited Partnership As of the end of the period covered by this report, an evaluation was carried out by the management of BXP, Inc., the sole general partner of Boston Properties Limited Partnership, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of BXP, Inc. concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of its fiscal year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is set forth on page 115 of this Annual Report on Form 10-K and is incorporated herein by reference. Item 9B. Other Information. During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 178 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers, employees, other covered persons and BXP, Inc. itself. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to BXP, Inc. A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. The other information required by Item 10 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11. Executive Compensation. The information required by Item 11 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . The following table summarizes BXP, Inc.’s equity compensation plans as of December 31, 2024. Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders(1) 5,074,957 (2) N/A (2) 3,576,975 (3) Equity compensation plans not approved by security holders(4) N/A N/A 272,704 Total 5,074,957 N/A 3,849,679 ______________ (1) Includes information related to BXP’s 1997 Stock Option and Incentive Plan, 2012 Stock Option and Incentive Plan and 2021 Stock Incentive Plan. (2) Includes (a) 2,335,229 long term incentive units (LTIP units) (1,567,004 of which are vested) that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (b) 1,706,818 common units issued upon conversion of LTIP units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (c) 252,151 2022 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (d) 322,053 2023 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (e) 330,479 2024 MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock and (f) 128,227 deferred stock units which were granted pursuant to elections by certain of BXP’s non-employee directors to defer all cash compensation to be paid to such directors and to receive their deferred cash compensation in shares of BXP’s common stock upon their retirement from its Board of Directors. Does not include 151,328 shares of restricted stock, as they have been reflected in BXP’s total shares outstanding. Because there is no exercise price associated with LTIP units, common units, 2022 MYLTIP Awards, 2023 MYLTIP Awards, 2024 MYLTIP Awards or deferred stock units, such shares are not included in the weighed-average exercise price calculation. (3) Represents awards available for issuance under BXP’s 2021 Stock Incentive Plan. (4) Includes information related to the 1999 Non-Qualified Employee Stock Purchase Plan (ESPP). The ESPP was adopted by the Board of Directors of BXP on October 29, 1998 and approved by BXP’s stockholders on May 22, 2024. 179 Table of Contents The ESPP is available to all our employees that are employed on the first day of a purchase period. Under the ESPP, each eligible employee may purchase shares of our common stock at semi-annual intervals each year at a purchase price equal to 85% of the average closing prices of our common stock on the New York Stock Exchange during the last ten business days of the purchase period. Each eligible employee may contribute no more than $25,000 per year to purchase our common stock under the ESPP. Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by Item 14 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference. 180 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statement Schedule BXP, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building 767 Fifth Avenue (the General Motors Building) Office New York, NY $ 2,291,498 $ 1,796,252 $ 1,532,654 $ 393,520 $ 1,796,252 $ 1,926,174 $ — $ — $ 3,722,426 $ 567,621 1968/2019 2013 (1) Prudential Center Office Boston, MA — 92,077 948,357 833,604 115,632 1,758,406 — — 1,874,038 821,046 1965/1993/2002/2016-2017/2024 1998/1999/2000 (1) Embarcadero Center Office San Francisco, CA — 179,697 847,410 570,259 195,986 1,401,380 — — 1,597,366 829,400 1970/1989 1998-1999 (1) 399 Park Avenue Office New York, NY — 339,200 700,358 419,566 354,107 1,105,017 — — 1,459,124 522,555 1961/2018 2002 (1) 601 Lexington Avenue Office New York, NY 990,529 241,600 494,782 568,356 289,639 1,015,099 — — 1,304,738 398,796 1977/1997/2021 2001 (1) 200 Clarendon Street and Garage Office Boston, MA — 219,543 667,884 288,694 257,203 918,918 — — 1,176,121 370,980 1976 2010 (1) Salesforce Tower Office San Francisco, CA — 200,349 946,205 7,655 200,349 953,860 — — 1,154,209 188,376 2018 2013 (1) 250 West 55th Street Office New York, NY — 285,263 603,167 51,331 285,263 654,498 — — 939,761 215,386 2014 2007 (1) 100 Federal Street Office Boston, MA — 131,067 435,954 138,639 131,067 574,593 — — 705,660 189,447 1971-1975/2017 2012 (1) 7 Times Square (formerly Times Square Tower) Office New York, NY — 165,413 380,438 149,990 169,193 526,648 — — 695,841 264,411 2004 2000 (1) Madison Centre Office Seattle, WA — 104,641 564,336 5,126 104,641 569,462 — — 674,103 56,212 2017 2022 (1) Carnegie Center Office Princeton, NJ — 142,666 316,856 184,814 94,243 491,116 58,977 — 644,336 279,961 1983-2016 1998/1999/2000/2007/2014/2017/2019 (1) Santa Monica Business Park Office Los Angeles, CA 198,021 46,360 410,421 177,576 210,471 423,775 111 — 634,357 18,660 1976-1980 2023 (1) Reston Next Office Reston, VA — 35,549 525,277 5,860 2,901 563,785 — — 566,686 51,052 2022 1998 (1) Atlantic Wharf Office Boston, MA — 63,988 454,537 42,166 63,988 496,703 — — 560,691 195,192 2011 2007 (1) 2100 Pennsylvania Avenue Office Washington, DC — 185,203 324,206 4,433 185,203 328,639 — — 513,842 34,319 2023 N/A (1) 599 Lexington Avenue Office New York, NY — 81,040 100,507 269,410 87,852 363,105 — — 450,957 212,251 1986 1997 (1) Fountain Square Office Reston, VA — 56,853 306,298 56,795 56,853 363,093 — — 419,946 125,277 1986-1990 2012 (1) 510 Madison Avenue Office New York, NY — 103,000 253,665 37,287 103,000 290,952 — — 393,952 111,209 2012 2010 (1) 325 Main Street Office Cambridge, MA — (2) 21,596 312,492 42,325 21,596 354,817 — — 376,413 25,113 2022 1997 (1) 680 Folsom Street Office San Francisco, CA — 72,545 219,766 12,577 72,545 232,343 — — 304,888 87,930 2014 2012 (1) 145 Broadway Office Cambridge, MA — 121 273,013 26,980 23,367 276,747 — — 300,114 43,888 2019 1997 (1) 2200 Pennsylvania Avenue Office Washington, DC — — 183,541 116,540 101,734 198,347 — — 300,081 75,450 2011 2008 (1) South of Market and Democracy Tower Office Reston, VA — 13,603 237,479 31,096 13,687 268,491 — — 282,178 118,780 2008-2009 2003 (1) Bay Colony Corporate Center Office Waltham, MA — 18,789 148,451 95,025 18,789 238,765 4,711 — 262,265 118,253 1985-1989 2011 (1) 535 Mission Street Office San Francisco, CA — 40,933 148,378 6,325 40,934 154,702 — — 195,636 50,973 2015 2013 (1) 181 Table of Contents BXP, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building Mountain View Research Park Office Mountain View, CA — 95,066 68,373 21,315 95,066 89,688 — — 184,754 37,048 1977-1981/2007-2013 2013 (1) Reservoir Place Office Waltham, MA — 18,605 104,124 55,829 20,108 158,450 — — 178,558 91,828 1955/1987/2017 1997/1998 (1) 140 Kendrick Street Office Needham, MA — 18,095 66,905 72,615 19,092 138,523 — — 157,615 52,387 2000/2023 2004 (1) 901 New York Avenue Office Washington, DC 201,692 65,808 72,970 13,225 65,808 86,195 — — 152,003 4,253 2004 2024 (1) 1330 Connecticut Avenue Office Washington, DC — 25,982 82,311 39,773 27,135 120,931 — — 148,066 58,777 1984/2018 2004 (1) One Freedom Square Office Reston, VA — 9,929 84,504 47,580 11,293 130,720 — — 142,013 73,356 2000 2003 (1) Two Freedom Square Office Reston, VA — 13,930 77,739 46,236 15,420 122,485 — — 137,905 50,676 2001 2003 (1) One and Two Reston Overlook Office Reston, VA — 16,456 66,192 49,596 16,179 116,065 — — 132,244 64,247 1999 2000 (1) Kingstowne Towne Center Office Alexandria, VA — 18,021 109,038 4,296 18,062 113,293 — — 131,355 57,756 2003-2006 2007 (1) Weston Corporate Center Office Weston, MA — 25,753 92,312 1,630 25,854 93,841 — — 119,695 44,575 2010 2001 (1) Discovery Square Office Reston, VA — 11,198 71,782 33,904 12,533 104,351 — — 116,884 62,220 2001 2003 (1) Shady Grove Innovation District Office Rockville, MD — 52,030 64,212 ( 284 ) 26,834 35,014 54,110 — 115,958 5,526 1968-1985 2021 (1) 355 Main Street Office Cambridge, MA 594,869 18,863 53,346 41,772 21,173 92,808 — — 113,981 39,649 1981/1996/2013 2006 (1) 17Fifty Presidents Street Office Reston, VA — — 113,362 162 — 113,524 — — 113,524 21,016 2020 2013 (1) 10 CityPoint Office Waltham, MA — 1,953 85,752 7,023 2,288 92,440 — — 94,728 26,693 2016 1997 (1) Waltham Weston Corporate Center Office Waltham, MA — 10,385 60,694 22,745 11,097 82,727 — — 93,824 48,609 2003 1999 (1) 90 Broadway Office Cambridge, MA — (2) 19,104 52,078 22,168 20,785 72,565 — — 93,350 33,396 1983/1998/2013 2006 (1) Sumner Square Office Washington, DC — 624 28,745 60,966 27,441 62,894 — — 90,335 29,739 1985 1999 (1) 230 CityPoint Office Waltham, MA — 13,189 49,823 25,075 13,807 74,280 — — 88,087 41,800 1992 2005 (1) 77 CityPoint Office Waltham, MA — 13,847 60,383 10,648 14,023 70,855 — — 84,878 30,750 2008 2001 (1) 20 CityPoint Office Waltham, MA — 4,887 72,764 7,072 4,887 79,836 — — 84,723 16,456 2020 2007 (1) Wisconsin Place Office Chevy Chase, MD — — 53,349 26,100 — 79,449 — — 79,449 31,223 2009 2004 (1) 2440 West El Camino Real Office Mountain View, CA — 16,741 51,285 6,565 16,741 57,850 — — 74,591 23,427 1987/2003 2011 (1) Reston Corporate Center Office Reston, VA — 9,135 50,857 4,489 10,148 54,333 — — 64,481 35,620 1984 1998 (1) 890 Winter Street Office Waltham, MA — 13,913 28,557 19,104 13,913 47,661 — — 61,574 9,397 1999 2019 (1) 255 Main Street Office Cambridge, MA — 134 25,110 33,766 548 58,462 — — 59,010 45,819 1987 1997 (1) University Place Office Cambridge, MA — — 37,091 15,149 4,145 48,095 — — 52,240 38,992 1985 1998 (1) Capital Gallery Office Washington, DC — 4,725 29,565 10,374 8,662 36,002 — — 44,664 25,075 1981/2006 2007 (1) North First Business Park Office San Jose, CA — 23,398 13,069 6,116 23,378 19,205 — — 42,583 17,852 1981 2007 (1) 150 Broadway Office Cambridge, MA — 850 25,042 15,749 1,323 40,318 — — 41,641 20,185 1999 1997 (1) 105 Broadway Office Cambridge, MA — 1,299 12,943 12,723 2,395 24,570 — — 26,965 18,114 1990 1997 (1) Lexington Office Park Office Lexington, MA — 998 1,426 19,738 1,263 19,233 1,666 — 22,162 17,298 1982 1997 (1) The Point Office Waltham, MA — 6,395 10,040 546 6,492 10,489 — — 16,981 2,969 2015 2007 (1) 690 Folsom Street Office San Francisco, CA — 3,219 11,038 1,877 3,219 12,915 — — 16,134 4,723 2015 2012 (1) Avant Retail Office Reston, VA — 1,499 6,647 2,577 1,499 9,224 — — 10,723 3,885 2014 2010 (1) 182 Table of Contents BXP, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building 17 Hartwell Avenue Office Lexington, MA — 26 150 9,206 65 6,175 3,142 — 9,382 3,831 1968 1997 (1) 32 Hartwell Avenue Office Lexington, MA — 168 1,943 6,394 314 8,191 — — 8,505 3,291 1968/1979/1987 1997 (1) 453 Ravendale Drive Office Mountain View, CA — 5,477 1,090 1,286 5,477 2,376 — — 7,853 1,300 1977 2012 (1) 125 Broadway Life Sciences Cambridge, MA — 126,364 433,662 5,580 126,364 439,242 — — 565,606 38,051 2000 2022 (1) 180 CityPoint Life Sciences Waltham, MA — 10,908 211,883 — 10,908 211,883 — — 222,791 6,212 2024 2006 (1) 300 Binney Street Life Sciences Cambridge, MA — 18,080 51,262 148,974 18,080 200,236 — — 218,316 7,923 2024 2009 (1) 880 Winter Street Life Sciences Waltham, MA — 15,597 37,255 95,615 15,597 132,870 — — 148,467 18,179 1998/2022 2019 (1) 200 West Street Life Sciences Waltham, MA — 16,148 24,983 77,709 16,813 101,670 357 — 118,840 33,730 1999/2021 1997 (1) 153 & 211 Second Avenue Life Sciences Waltham, MA — 33,233 55,940 2,352 33,233 58,292 — — 91,525 7,583 1964-2006 2021 (1) 103 CityPoint Life Sciences Waltham, MA — 4,672 77,515 — 4,672 77,515 — — 82,187 569 2024 2007 (1) 250 Binney Street Life Sciences Cambridge, MA — 110 4,483 3,593 273 7,913 — — 8,186 7,473 1983 1997 (1) 33 Hayden Avenue Life Sciences Lexington, MA — 266 3,234 11,502 425 14,577 — — 15,002 10,250 1979 1997 (1) 92-100 Hayden Avenue Life Sciences Lexington, MA — 594 6,748 1,817 778 8,381 — — 9,159 7,456 1985 1997 (1) The Skylyne Residential Oakland, CA — — 239,077 1,792 — 240,869 — — 240,869 26,207 2020 N/A (1) Signature at Reston Residential Reston, VA — 27,076 190,580 2,980 27,076 193,560 — — 220,636 32,887 2018 2013 (1) Proto Kendall Square Residential Cambridge, MA — 9,243 127,248 3,336 9,245 130,582 — — 139,827 21,122 2018 2015 (1) The Lofts at Atlantic Wharf Residential Boston, MA — 3,529 54,891 2,598 3,529 57,489 — — 61,018 20,108 2011 2007 (1) Boston Marriott Cambridge Hotel Cambridge, MA — 478 37,918 30,031 1,201 66,597 629 — 68,427 53,343 1986/2017 1997 (1) Kendall Center Green Garage Garage Cambridge, MA — (2) — 35,035 7,335 103 42,267 — — 42,370 19,812 1984 2006 (1) Kendall Center Yellow Garage Garage Cambridge, MA — 1,256 15,697 1,674 1,434 17,193 — — 18,627 8,248 2006 2004 (1) 290 Binney Street Development Cambridge, MA — — — 575,958 1,054 — — 574,904 575,958 — N/A 1997 N/A 121 Broadway Development Cambridge, MA — — — 102,843 — — — 102,843 102,843 — N/A 1997 N/A Reston Next Office Phase II Development Reston, VA — — — 45,434 1,692 3,030 — 40,712 45,434 14 N/A 1998 N/A 725 12th Street Development Washington, DC — 26,997 8,369 522 — — — 35,888 35,888 — 1992 2024 N/A Reston Next Retail Development Reston, VA — — — 10,293 — — — 10,293 10,293 — N/A 1998 N/A 343 Madison Avenue Land New York, NY — — — 240,226 140,558 — 99,668 — 240,226 — N/A 2023 N/A 777 Harrison Street Land San Francisco, CA — 144,647 — 28,366 — 47 172,966 — 173,013 39 N/A 2020 N/A Back Bay Station Master Plan Land Boston, MA — — — 103,908 24,808 — 79,100 — 103,908 — N/A N/A N/A 3625-3635 Peterson Way Land Santa Clara, CA — 63,206 — 5,185 — — 68,391 — 68,391 — N/A 2016 N/A North First Master Plan Land San Jose, CA — 35,004 — 4,600 — — 39,604 — 39,604 — N/A 2007 N/A Plaza at Almaden Land San Jose, CA — — — 38,163 — — 38,163 — 38,163 — N/A 2006 N/A CityPoint South Master Plan Land Waltham, MA — — — 36,522 — — 36,522 — 36,522 — N/A N/A N/A Springfield Metro Center Land Springfield, VA — — — 19,913 — — 19,913 — 19,913 — N/A 2007 N/A Reston Gateway Master Plan Land Reston, VA — — — 17,199 — — 17,199 — 17,199 — N/A 1998 N/A Kendall Center Master Plan Land Cambridge, MA — — — 16,301 — — 16,301 — 16,301 — N/A 1997 N/A Weston Quarry Land Weston, MA — — — 1,252 — — 1,252 — 1,252 — N/A 2001 N/A 183 Table of Contents BXP, Inc. Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Property Name Type Location Encumbrances Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Land Building Broad Run Business Park Land Loudoun County, VA — — — 1,188 — — 1,188 — 1,188 — N/A 1998 N/A Reston Overlook Master Plan Land Reston, VA — — — 80 — — 80 — 80 — N/A 2000 N/A $ 4,276,609 (3) $ 5,716,458 $ 15,848,823 $ 6,955,895 $ 6,002,805 (4) $ 21,039,681 (5) $ 714,050 (6) $ 764,640 $ 28,521,176 $ 7,485,502 Note: Total Real Estate does not include Furniture, Fixtures and Equipment totaling approximately $ 57,136 . Accumulated Depreciation does not include approximately $ 42,555 of accumulated depreciation related to Furniture, Fixtures and Equipment. Office type includes office, life sciences, and retail properties. The aggregate cost and accumulated depreciation for tax purposes was approximately $ 25.9 billion and $ 6.4 billion, respectively. (1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 40 years. (2) This property is encumbered with the mortgage note shown at 355 Main Street. (3) Includes unamortized deferred financing costs and fair value debt adjustment totaling approximately $( 25.7 ) million. (4) Includes Right of Use Assets - Finance Leases and Right of Use Assets - Operating Leases of approximately $ 349,314 and $ 334,767 , respectively. (5) Includes Right of Use Assets - Finance Leases of approximately $ 23,608 . (6) Includes pre-development costs. 184 Table of Contents BXP, Inc. Real Estate and Accumulated Depreciation December 31, 2024, 2023 and 2022 (dollars in thousands) A summary of activity for real estate and accumulated depreciation is as follows: 2024 2023 2022 Real Estate: Balance at the beginning of the year $ 27,421,471 $ 25,744,214 $ 24,108,220 Additions to/improvements of real estate 1,210,558 1,811,036 2,228,000 Assets sold/written-off ( 110,853 ) ( 133,779 ) ( 592,006 ) Balance at the end of the year $ 28,521,176 $ 27,421,471 $ 25,744,214 Accumulated Depreciation: Balance at the beginning of the year $ 6,841,404 $ 6,260,992 $ 5,848,183 Depreciation expense 754,951 714,191 646,020 Assets sold/written-off ( 110,853 ) ( 133,779 ) ( 233,211 ) Balance at the end of the year $ 7,485,502 $ 6,841,404 $ 6,260,992 Note: Real Estate and Accumulated Depreciation amounts do not include Furniture, Fixtures and Equipment. 185 Table of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building 767 Fifth Avenue (the General Motors Building) Office New York, NY $ 2,291,498 $ 1,796,252 $ 1,532,654 $ 393,520 $ 1,796,252 $ 1,926,174 $ — $ — $ 3,722,426 $ 567,621 1968/2019 2013 (1) Prudential Center Office Boston, MA — 92,077 948,357 774,547 100,533 1,714,448 — — 1,814,981 800,074 1965/1993/2002/2016-2017/2024 1998/1999/2000 (1) Embarcadero Center Office San Francisco, CA — 179,697 847,410 507,972 180,419 1,354,660 — — 1,535,079 806,969 1970/1989 1998-1999 (1) 399 Park Avenue Office New York, NY — 339,200 700,358 359,958 339,200 1,060,316 — — 1,399,516 501,229 1961/2018 2002 (1) 601 Lexington Avenue Office New York, NY 990,529 241,600 494,782 531,270 279,281 988,371 — — 1,267,652 385,988 1977/1997/2021 2001 (1) 200 Clarendon Street and Garage Office Boston, MA — 219,543 667,884 288,694 257,203 918,918 — — 1,176,121 370,980 1976 2010 (1) Salesforce Tower Office San Francisco, CA — 200,349 946,205 7,655 200,349 953,860 — — 1,154,209 188,376 2018 2013 (1) 250 West 55th Street Office New York, NY — 285,263 603,167 51,331 285,263 654,498 — — 939,761 215,386 2014 2007 (1) 100 Federal Street Office Boston, MA — 131,067 435,954 138,639 131,067 574,593 — — 705,660 189,447 1971-1975/2017 2012 (1) Madison Centre Office Seattle, WA — 104,641 564,336 5,126 104,641 569,462 674,103 56,212 2017 2022 (1) 7 Times Square (formerly Times Square Tower) Office New York, NY — 165,413 380,438 112,011 159,694 498,168 — — 657,862 250,824 2004 2000 (1) Santa Monica Business Park Office Los Angeles, CA 198,021 46,360 410,421 177,482 210,471 423,681 111 — 634,263 18,660 1976-1980 2023 (1) Carnegie Center Office Princeton, NJ — 142,666 316,856 169,851 90,501 479,895 58,977 — 629,373 274,543 1983-2016 1998/1999/2000/2007/2014/2017/2019 (1) Reston Next Office Reston, VA — 35,549 525,277 5,860 2,901 563,785 — — 566,686 51,052 2022 1998 (1) Atlantic Wharf Office Boston, MA — 63,988 454,537 42,166 63,988 496,703 — — 560,691 195,192 2011 2007 (1) 2100 Pennsylvania Avenue Office Washington, DC — 185,203 324,206 4,433 185,203 328,639 — — 513,842 34,319 2023 N/A (1) 599 Lexington Avenue Office New York, NY — 81,040 100,507 242,168 81,040 342,675 — — 423,715 202,504 1986 1997 (1) Fountain Square Office Reston, VA — 56,853 306,298 56,795 56,853 363,093 — — 419,946 125,277 1986-1990 2012 (1) 510 Madison Avenue Office New York, NY — 103,000 253,665 37,287 103,000 290,952 — — 393,952 111,209 2012 2010 (1) 325 Main Street Office Cambridge, MA — (2) 21,596 312,492 42,132 21,403 354,817 — — 376,220 25,113 2022 1997 (1) 680 Folsom Street Office San Francisco, CA — 72,545 219,766 12,577 72,545 232,343 — — 304,888 87,930 2014 2012 (1) 2200 Pennsylvania Avenue Office Washington, DC — — 183,541 116,540 101,734 198,347 — — 300,081 75,450 2011 2008 (1) 145 Broadway Office Cambridge, MA — 121 273,013 26,777 23,164 276,747 — — 299,911 43,888 2019 1997 (1) South of Market and Democracy Tower Office Reston, VA — 13,603 237,479 30,760 13,603 268,239 — — 281,842 118,676 2008-2009 2003 (1) Bay Colony Corporate Center Office Waltham, MA — 18,789 148,451 95,025 18,789 238,765 4,711 — 262,265 118,253 1985-1989 2011 (1) 535 Mission Street Office San Francisco, CA — 40,933 148,378 6,325 40,934 154,702 — — 195,636 50,973 2015 2013 (1) Mountain View Research Park Office Mountain View, CA — 95,066 68,373 21,315 95,066 89,688 — — 184,754 37,048 1977-1981/2007-2013 2013 (1) Reservoir Place Office Waltham, MA — 18,605 104,124 51,754 19,089 155,394 — — 174,483 90,370 1955/1987/2017 1997/1998 (1) 140 Kendrick Street Office Needham, MA — 18,095 66,905 68,625 18,095 135,530 — — 153,625 50,959 2000/2023 2004 (1) 901 New York Avenue Office Washington, DC 201,692 65,808 72,970 13,225 65,808 86,195 — — 152,003 4,253 2004 2024 (1) 1330 Connecticut Avenue Office Washington, DC — 25,982 82,311 35,160 25,982 117,471 — — 143,453 57,126 1984/2018 2004 (1) 186 Table of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building One Freedom Square Office Reston, VA — 9,929 84,504 41,943 9,883 126,493 — — 136,376 71,339 2000 2003 (1) Two Freedom Square Office Reston, VA — 13,930 77,739 40,024 13,866 117,827 — — 131,693 48,454 2001 2003 (1) Kingstowne Towne Center Office Alexandria, VA — 18,021 109,038 4,132 18,021 113,170 — — 131,191 57,705 2003-2006 2007 (1) One and Two Reston Overlook Office Reston, VA — 16,456 66,192 45,178 15,074 112,752 — — 127,826 62,667 1999 2000 (1) Weston Corporate Center Office Weston, MA — 25,753 92,312 1,630 25,854 93,841 — — 119,695 44,575 2010 2001 (1) Shady Grove Innovation District Office Rockville, MD — 52,030 64,212 ( 284 ) 26,834 35,014 54,110 — 115,958 5,526 1968-1985 2021 (1) 355 Main Street Office Cambridge, MA 594,869 18,863 53,346 41,474 21,098 92,585 — — 113,683 39,544 1981/1996/2013 2006 (1) 17Fifty Presidents Street Office Reston, VA — — 113,362 162 — 113,524 — — 113,524 21,016 2020 2013 (1) Discovery Square Office Reston, VA — 11,198 71,782 28,359 11,146 100,193 — — 111,339 60,237 2001 2003 (1) 10 CityPoint Office Waltham, MA — 1,953 85,752 6,862 2,127 92,440 — — 94,567 26,693 2016 1997 (1) 90 Broadway Office Cambridge, MA — (2) 19,104 52,078 21,989 20,741 72,430 — — 93,171 33,338 1983/1998/2013 2006 (1) Waltham Weston Corporate Center Office Waltham, MA — 10,385 60,694 19,758 10,350 80,487 — — 90,837 47,541 2003 1999 (1) Sumner Square Office Washington, DC — 624 28,745 58,886 26,921 61,334 — — 88,255 28,998 1985 1999 (1) 230 CityPoint Office Waltham, MA — 13,189 49,823 23,458 13,403 73,067 — — 86,470 41,224 1992 2005 (1) 77 CityPoint Office Waltham, MA — 13,847 60,383 10,543 13,997 70,776 — — 84,773 30,716 2008 2001 (1) 20 CityPoint Office Waltham, MA — 4,887 72,764 7,072 4,887 79,836 — — 84,723 16,456 2020 2007 (1) Wisconsin Place Office Chevy Chase, MD — — 53,349 26,100 — 79,449 — — 79,449 31,223 2009 2004 (1) 2440 West El Camino Real Office Mountain View, CA — 16,741 51,285 6,565 16,741 57,850 — — 74,591 23,427 1987/2003 2011 (1) Reston Corporate Center Office Reston, VA — 9,135 50,857 1,878 9,496 52,374 — — 61,870 34,685 1984 1998 (1) 890 Winter Street Office Waltham, MA — 13,913 28,557 19,104 13,913 47,661 — — 61,574 9,397 1999 2019 (1) 255 Main Street Office Cambridge, MA — 134 25,110 32,110 134 57,220 — — 57,354 45,229 1987 1997 (1) University Place Office Cambridge, MA — — 37,091 13,699 4,145 46,645 — — 50,790 37,845 1985 1998 (1) North First Business Park Office San Jose, CA — 23,398 13,069 6,093 23,372 19,188 — — 42,560 17,845 1981 2007 (1) Capital Gallery Office Washington, DC — 4,725 29,565 5,712 6,128 33,874 — — 40,002 24,060 1981/2006 2007 (1) 150 Broadway Office Cambridge, MA — 850 25,042 13,744 822 38,814 — — 39,636 19,464 1999 1997 (1) 105 Broadway Office Cambridge, MA — 1,299 12,943 10,617 1,868 22,991 — — 24,859 17,361 1990 1997 (1) Lexington Office Park Office Lexington, MA — 998 1,426 18,974 1,072 18,660 1,666 — 21,398 17,028 1982 1997 (1) The Point Office Waltham, MA — 6,395 10,040 546 6,492 10,489 — — 16,981 2,969 2015 2007 (1) 690 Folsom Street Office San Francisco, CA — 3,219 11,038 1,877 3,219 12,915 — — 16,134 4,723 2015 2012 (1) Avant Retail Office Reston, VA — 1,499 6,647 2,577 1,499 9,224 — — 10,723 3,885 2014 2010 (1) 17 Hartwell Avenue Office Lexington, MA — 26 150 9,049 26 6,057 3,142 — 9,225 3,774 1968 1997 (1) 32 Hartwell Avenue Office Lexington, MA — 168 1,943 5,808 168 7,751 — — 7,919 3,080 1968/1979/1987 1997 (1) 453 Ravendale Drive Office Mountain View, CA — 5,477 1,090 1,286 5,477 2,376 — — 7,853 1,300 1977 2012 (1) 125 Broadway Life Sciences Cambridge, MA — 126,364 433,662 5,580 126,364 439,242 — — 565,606 38,051 2000 2022 (1) 180 CityPoint Life Sciences Waltham, MA — 10,908 211,883 — 10,908 211,883 — — 222,791 6,212 2024 2006 (1) 187 Table of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building 300 Binney Street Life Sciences Cambridge, MA — 18,080 51,262 148,974 18,080 200,236 — — 218,316 7,923 2024 2009 (1) 880 Winter Street Life Sciences Waltham, MA — 15,597 37,255 95,615 15,597 132,870 — — 148,467 18,179 1998/2022 2019 (1) 200 West Street Life Sciences Waltham, MA — 16,148 24,983 75,048 16,148 99,674 357 — 116,179 32,778 1999/2021 1997 (1) 153 & 211 Second Avenue Life Sciences Waltham, MA — 33,233 55,940 2,352 33,233 58,292 — — 91,525 7,583 1964-2006 2021 (1) 103 CityPoint Life Sciences Waltham, MA — 4,672 77,515 ( 2 ) 4,670 77,515 — — 82,185 569 2024 2007 (1) 33 Hayden Avenue Life Sciences Lexington, MA — 266 3,234 10,865 266 14,099 — — 14,365 10,022 1979 1997 (1) 92-100 Hayden Avenue Life Sciences Lexington, MA — 594 6,748 1,088 595 7,835 — — 8,430 7,194 1985 1997 (1) 250 Binney Street Life Sciences Cambridge, MA — 110 4,483 2,939 110 7,422 — — 7,532 7,243 1983 1997 (1) The Skylyne Residential Oakland, CA — — 239,077 1,792 — 240,869 — — 240,869 26,207 2020 N/A (1) Signature at Reston Residential Reston, VA — 27,076 190,580 2,980 27,076 193,560 — — 220,636 32,887 2018 2013 (1) Proto Kendall Square Residential Cambridge, MA — 9,243 127,248 3,336 9,245 130,582 — — 139,827 21,122 2018 2015 (1) The Lofts at Atlantic Wharf Residential Boston, MA — 3,529 54,891 2,598 3,529 57,489 — — 61,018 20,108 2011 2007 (1) Boston Marriott Cambridge Hotel Cambridge, MA — 478 37,918 27,140 478 64,429 629 — 65,536 52,309 1986/2017 1997 (1) Kendall Center Green Garage Garage Cambridge, MA — (2) — 35,035 6,921 — 41,956 — — 41,956 19,665 1984 2006 (1) Kendall Center Yellow Garage Garage Cambridge, MA — 1,256 15,697 962 1,256 16,659 — — 17,915 7,997 2006 2004 (1) 290 Binney Street Development Cambridge, MA — — — 575,542 638 — — 574,904 575,542 — N/A 1997 N/A 121 Broadway Development Cambridge, MA — — — 102,843 — — — 102,843 102,843 — N/A 1997 N/A Reston Next Office Phase II Development Reston, VA — — — 45,434 1,692 3,030 — 40,712 45,434 14 N/A 1998 N/A 725 12th Street Development Washington, DC — 26,997 8,369 522 — — — 35,888 35,888 — 1992 2024 N/A Reston Next Retail Development Reston, VA — — — 10,293 — — — 10,293 10,293 — N/A 1998 N/A 343 Madison Avenue Land New York, NY — — — 240,226 140,558 — 99,668 — 240,226 — N/A 2023 N/A 777 Harrison Street Land San Francisco, CA — 144,647 — 28,366 — 47 172,966 — 173,013 39 N/A 2020 N/A Back Bay Station Master Plan Land Boston, MA — — — 103,908 24,808 — 79,100 — 103,908 — N/A N/A N/A 3625-3635 Peterson Way Land Santa Clara, CA — 63,206 — 5,185 — — 68,391 — 68,391 — N/A 2016 N/A North First Master Plan Land San Jose, CA — 35,004 — 4,600 — — 39,604 — 39,604 — N/A 2007 N/A Plaza at Almaden Land San Jose, CA — — — 38,163 — — 38,163 — 38,163 — N/A 2006 N/A CityPoint South Master Plan Land Waltham, MA — — — 36,522 — — 36,522 — 36,522 — N/A N/A N/A Springfield Metro Center Land Springfield, VA — — — 19,913 — — 19,913 — 19,913 — N/A 2007 N/A Reston Gateway Master Plan Land Reston, VA — — — 17,199 — — 17,199 — 17,199 — N/A 1998 N/A Kendall Center Master Plan Land Cambridge, MA — — — 16,301 — — 16,301 — 16,301 — N/A 1997 N/A Weston Quarry Land Weston, MA — — — 1,252 — — 1,252 — 1,252 — N/A 2001 N/A Broad Run Business Park Land Loudoun County, VA — — — 1,188 — — 1,188 — 1,188 — N/A 1998 N/A Reston Overlook Master Plan Land Reston, VA — — — 80 — — 80 — 80 — N/A 2000 N/A 188 Table of Contents Boston Properties Limited Partnership Schedule 3—Real Estate and Accumulated Depreciation December 31, 2024 (dollars in thousands) Original Costs Capitalized Subsequent to Acquisition Land and Improvements Building and Improvements Land Held for Development Development and Construction in Progress Total Accumulated Depreciation Year(s) Built/Renovated Year(s) Acquired Depreciable Lives (Years) Property Name Type Location Encumbrances Land Building $ 4,276,609 (3) $ 5,716,458 $ 15,848,823 $ 6,589,630 $ 5,908,096 (4) $ 20,768,125 (5) $ 714,050 (6) $ 764,640 $ 28,154,911 $ 7,355,327 Note: Total Real Estate does not include Furniture, Fixtures and Equipment totaling approximately $ 57,136 . Accumulated Depreciation does not include approximately $ 42,555 of accumulated depreciation related to Furniture, Fixtures and Equipment. Office type includes office, life sciences, and retail properties. The aggregate cost and accumulated depreciation for tax purposes was approximately $ 28.9 billion and $ 7.1 billion, respectively. (1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 40 years. (2) This property is encumbered with the mortgage note shown at 355 Main Street. (3) Includes unamortized deferred financing costs and fair value debt adjustment totaling approximately $( 25.7 ) million. (4) Includes Right of Use Assets - Finance Leases and Right of Use Assets - Operating Leases of approximately $ 349,314 and $ 334,767 , respectively. (5) Includes Right of Use Assets - Finance Leases of approximately $ 23,608 . (6) Includes pre-development costs. 189 Table of Contents Boston Properties Limited Partnership Real Estate and Accumulated Depreciation December 31, 2024, 2023 and 2022 (dollars in thousands) A summary of activity for real estate and accumulated depreciation is as follows: 2024 2023 2022 Real Estate: Balance at the beginning of the year $ 27,055,206 $ 25,376,700 $ 23,734,833 Additions to/improvements of real estate 1,210,558 1,811,036 2,228,000 Assets sold/written-off ( 110,853 ) ( 132,530 ) ( 586,133 ) Balance at the end of the year $ 28,154,911 $ 27,055,206 $ 25,376,700 Accumulated Depreciation: Balance at the beginning of the year $ 6,718,037 $ 6,143,384 $ 5,736,240 Depreciation expense 748,143 707,183 638,538 Assets sold/written-off ( 110,853 ) ( 132,530 ) ( 231,394 ) Balance at the end of the year $ 7,355,327 $ 6,718,037 $ 6,143,384 Note: Real Estate and Accumulated Depreciation amounts do not include Furniture, Fixtures and Equipment. 190 Table of Contents (b) Exhibits 2.1 — Transfer Agreement, dated May 31, 2013, by and among BP 767 Fifth LLC, Sungate Fifth Avenue LLC, 767 LLC and BP/DC 767 Fifth LLC. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on June 3, 2013.) 2.2 — Purchase and Sale Agreement by and among NBIM Walker 601 LEX NYC LLC, NBIM Walker 100 FED BOS LLC, NBIM Walker ATW BOS LLC and Boston Properties Limited Partnership, dated September 16, 2014. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on September 18, 2014.) 3.1 — Form of Amended and Restated Certificate of Incorporation of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Registration Statement on Form S-11, File No. 333-25279.) 3.2 — Amended and Restated Certificate of Designations of Series E Junior Participating Cumulative Preferred Stock of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on June 18, 2007.) 3.3 — Certificate of Amendment of Amended and Restated Certificate of Incorporation of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on May 20, 2010.) 3.4 — Certificate of Designations of 92,000 shares of 5.25% Series B Cumulative Redeemable Preferred Stock of Boston Properties, Inc. (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A of Boston Properties, Inc. filed on March 22, 2013.) 3.5 — Certificate of Amendment to Boston Properties, Inc.’s Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 20, 2024.) 3.6 — Amended and Restated By-laws of BXP, Inc. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of BXP, Inc. and Boston Properties Limited Partnership filed on July 25, 2024.) 3.7 — Form of Certificate of Designations for Series A Preferred Stock. (Incorporated by reference to Exhibit 99.26 to Boston Properties, Inc.’s Current Report on Form 8-K filed on November 25, 1998.) 4.1 — Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.3 to Boston Properties, Inc.’s Registration Statement on Form S-11, File No. 333-25279.) 4.2 — Description of the Securities of BXP, Inc. and Boston Properties Limited Partnership (Filed herewith.) 4.3 — Indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to Boston Properties, Inc.’s Current Report on Form 8-K/A filed on December 13, 2002.) 4.4 — Supplemental Indenture No. 14, dated as of June 27, 2013, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee, including a form of the 3.800% Senior Note due 2024. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on July 1, 2013.) 4.5 — Supplemental Indenture No. 15, dated as of January 20, 2016, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee, including a form of the 3.650% Senior Note due 2026. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership filed on January 20, 2016.) 4.6 — Supplemental Indenture No. 16, dated as of August 17, 2016, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.750% Senior Note due 2026. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on August 17, 2016.) 4.7 — Supplemental Indenture No. 17, dated as of December 4, 2017, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.200% Senior Note due 2025. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on December 4, 2017.) 4.8 — Supplemental Indenture No. 18, dated as of November 28, 2018, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 4.500% Senior Note due 2028. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on November 28, 2018.) 191 Table of Contents 4.9 — Supplemental Indenture No. 19, dated as of June 21, 2019, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.400% Senior Note due 2029. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on June 21, 2019.) 4.10 — Supplemental Indenture No. 20, dated as of September 3, 2019, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.900% Senior Note due 2030. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties Limited Partnership and Boston Properties, Inc. filed on September 3, 2019.) 4.11 — Supplemental Indenture No. 21, dated as of May 5, 2020, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 3.250% Senior Note due 2031. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 5, 2020.) 4.12 — Supplemental Indenture No. 22, dated as of March 16, 2021, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.550% Senior Note due 2032. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on March 16, 2021.) 4.13 — Supplemental Indenture No. 23, dated as of September 29, 2021, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 2.450% Senior Note due 2033. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on September 29, 2021.) 4.14 — Supplemental Indenture No. 24, dated as of November 17, 2022, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 6.750% Senior Note due 2027. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on November 17, 2022.) 4.15 — Supplemental Indenture No. 25, dated as of May 15, 2023, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 6.500% Senior Note due 2034. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 15, 2023.) 4.16 — Supplemental Indenture No. 26, dated as of August 26, 2024, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; including a form of the 5.750% Senior Note due 2035. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of BXP, Inc. and Boston Properties Limited Partnership filed on August 26, 2024.) 10.1 — Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of June 29, 1998. (Incorporated by reference to Exhibit 99.1 to Boston Properties, Inc.’s Current Report on Form 8-K filed on July 15, 1998.) 10.2 — Certificate of Designations for the Series Four Preferred Units, dated as of August 29, 2012, constituting an amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Boston Properties, Inc. filed on November 8, 2012.) 10.3 — Certificate of Designations for the 5.25% Series B Cumulative Redeemable Preferred Units, dated as of March 20, 2013, constituting an amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on March 22, 2013.) 10.4 — Forty-Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of April 11, 2003, by Boston Properties, Inc., as general partner. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on August 14, 2003.) 10.5 — Seventy-Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of January 24, 2008, by Boston Properties, Inc., as general partner. (Incorporated by reference to Exhibit 10.3 to Boston Properties, Inc.’s Current Report on Form 8-K filed on January 29, 2008.) 192 Table of Contents 10.6 — Ninety-Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of October 21, 2010. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 5, 2010.) 10.7 — One Hundred Forty-Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of December 15, 2017. (Incorporated by reference to Exhibit 10.7 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2018.) 10.8 — Two Hundred Nineteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of June 20, 2024 and effective as of July 1, 2024 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 20, 2024.) 10.9* — Second Amendment and Restatement of Boston Properties, Inc. 1997 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on April 6, 2007.) 10.10* — Boston Properties, Inc. 2012 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit A to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on March 30, 2012.) 10.11* — Boston Properties, Inc. 2021 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 20, 2021). 10.12* — Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.59 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.13* — First Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.60 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.14* — Second Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.61 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 15, 2005.) 10.15* — Third Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Boston Properties, Inc. and Boston Properties Limited Partnership filed on August 6, 2021.) 10.16* — Fourth Amendment to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan . (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on May 24, 2024.) 10.17* — Boston Properties Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2009. (Incorporated by reference to Exhibit 10.10 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.18* — Employment Agreement by and between Douglas T. Linde and Boston Properties, Inc. dated as of November 29, 2002. (Incorporated by reference to Exhibit 10.12 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.19* — First Amendment to Employment Agreement, dated as of November 1, 2007, by and between Boston Properties, Inc. and Douglas T. Linde. (Incorporated by reference to Exhibit 10.3 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.20* — Second Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Douglas T. Linde. (Incorporated by reference to Exhibit 10.19 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.21* — Second Amended and Restated Employment Agreement, dated as of February 28, 2023, by and between Boston Properties, Inc. and Raymond A. Ritchey. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on March 2, 2023.) 10.22* — Employment Agreement by and between Michael E. LaBelle and Boston Properties, Inc. dated as of January 24, 2008. (Incorporated by reference to Exhibit 10.2 to Boston Properties, Inc.’s Current Report on Form 8-K filed on January 29, 2008.) 10.23* — First Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Michael E. LaBelle. (Incorporated by reference to Exhibit 10.27 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.24* — Employment Agreement by and between Bryan J. Koop and Boston Properties, Inc. dated as of November 29, 2002. (Incorporated by reference to Exhibit 10.10 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 193 Table of Contents 10.25* — First Amendment to Employment Agreement, dated as of November 1, 2007, by and between Boston Properties, Inc. and Bryan J. Koop. (Incorporated by reference to Exhibit 10.7 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.26* — Second Amendment to Employment Agreement, dated as of December 15, 2008, by and between Boston Properties, Inc. and Bryan J. Koop. (Incorporated by reference to Exhibit 10.33 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.27* — Amended and Restated Employment Agreement by and between Owen D. Thomas and Boston Properties, Inc. dated as of November 4, 2023. (Incorporated by reference to Exhibit 10.1 to Boston Properties, Inc.'s Quarterly Report on Form 10-Q filed on November 7, 2023.) 10.28* — Boston Properties, Inc. Senior Executive Severance Plan. (Incorporated by reference to Exhibit 10.19 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.29* — First Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.13 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.30* — Second Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of December 15, 2008. (Incorporated by reference to Exhibit 10.52 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.31* — Third Amendment to the Boston Properties, Inc. Senior Executive Severance Plan, dated as of January 8, 2014. (Incorporated by reference to Exhibit 10.48 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2014.) 10.32* — Boston Properties, Inc. Executive Severance Plan, dated as of July 30, 1998. (Incorporated by reference to Exhibit 10.20 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 27, 2003.) 10.33* — First Amendment to the Boston Properties, Inc. Executive Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.14 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.34* — Second Amendment to the Boston Properties, Inc. Executive Severance Plan, dated as of January 8, 2014. (Incorporated by reference to Exhibit 10.51 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 28, 2014.) 10.35* — Boston Properties, Inc. Officer Severance Plan, dated as of July 30, 1998. (Incorporated by reference to Exhibit 10.15 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.36* — First Amendment to the Boston Properties, Inc. Officer Severance Plan, dated as of October 18, 2007. (Incorporated by reference to Exhibit 10.16 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2007.) 10.37* — Second Amendment to the Boston Properties, Inc. Officer Severance Plan, dated as of December 15, 2008. (Incorporated by reference to Exhibit 10.57 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2009.) 10.38* — Form of Indemnification Agreement by and among Boston Properties, Inc., Boston Properties Limited Partnership and certain officers and directors of the Company. (Incorporated by reference to Exhibit 10.43 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on March 2, 2020.) 10.39* — Director Appointment Agreement, dated as of January 20, 2011, by and between Matthew J. Lustig and Boston Properties, Inc. (Incorporated by reference to Exhibit 10.55 to Boston Properties, Inc.’s Annual Report on Form 10-K filed on February 25, 2011.) 10.40* — Boston Properties, Inc. Non-Employee Director Compensation Plan. (Incorporated by reference to Appendix B to Boston Properties, Inc.’s Proxy Statement on Schedule 14A filed on April 6, 2022.) 10.41 — Ninth Amended and Restated Credit Agreement, dated as of June 15, 2021, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 16, 2021.) 10.42 — First Amendment to Ninth Amended and Restated Credit Agreement, dated as of June 1, 2023, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on June 6, 2023.) 10.43 — Second Amendment to Ninth Amended and Restated Credit Agreement, dated as of June 27, 2024, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of BXP, Inc. and Boston Properties Limited Partnership filed on November 5, 2024.) 194 Table of Contents 10.44 — Third Amendment to Ninth Amended and Restated Credit Agreement, dated as of August 2, 2024, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of BXP, Inc. and Boston Properties Limited Partnership filed on November 5, 2024.) 10.45 — Credit Agreement, dated as of January 4, 2023, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Boston Properties, Inc. and Boston Properties Limited Partnership filed on January 9, 2023.) 10.46 — First Amendment to Credit Agreement, dated as of August 2 , 2024, among Boston Properties Limited Partnership and the lenders identified therein. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of BXP, Inc. and Boston Properties Limited Partnership filed on November 5, 2024.) 19.1 — BXP, Inc. Insider Trading Policy (Filed herewith.) 21.1 — Subsidiaries of BXP, Inc. and Boston Properties Limited Partnership (Filed herewith.) 23.1 — Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting firm for BXP, Inc. (Filed herewith.) 23.2 — Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting firm for Boston Properties Limited Partnership. (Filed herewith.) 31.1 — Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of BXP, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.2 — Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of BXP, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.3 — Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Boston Properties Limited Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 31.4 — Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Boston Properties Limited Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 32.1 — Section 1350 Certification of Chief Executive Officer of BXP, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.2 — Section 1350 Certification of Chief Financial Officer of BXP, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.3 — Section 1350 Certification of Chief Executive Officer of Boston Properties Limited Partnership pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 32.4 — Section 1350 Certification of Chief Financial Officer of Boston Properties Limited Partnership pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith.) 97.1 — Compensation Recovery Policy of Boston Properties, Inc. ( Incorporated by reference to Exhibit 97.1 to the Annual Report on F orm 10-K of BXP, I n c. and Boston Properties Limited Partnership filed on February 27, 202 4 . ) 101.SCH — Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.) 101.CAL — Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.LAB — Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE — Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 101.DEF — Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 104 — Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.) * Indicates management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K. Item 16. Form 10-K Summary. Not Applicable. 195 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, BXP, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BXP, INC. February 27, 2025 /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Chief Financial Officer (duly authorized officer and principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of BXP, Inc., and in the capacities and on the dates indicated. February 27, 2025 By: /s/ O WEN D. T HOMAS Owen D. Thomas Chairman of the Board, Chief Executive Officer and Principal Executive Officer By: /s/ D OUGLAS T. L INDE Douglas T. Linde Director and President By: /s/ B RUCE W . D UNCAN Bruce W. Duncan Director By: /s/ C AROL B. E INIGER Carol B. Einiger Director By: /s/ D IANE J. H OSKINS Diane J. Hoskins Director By: /s/ M ARY E. K IPP Mary E. Kipp Director By: /s/ J OEL I. K LEIN Joel I. Klein Director By: /s/ M ATTHEW J. L USTIG Matthew J. Lustig Director 196 Table of Contents By: /s/ T IMOTHY J. N AUGHTON Timothy J. Naughton Director By: /s/ W ILLIAM H. W ALTON , III William H. Walton, III Director By: /s/ D EREK A. (T ONY ) W EST Derek A. (Tony) West Director By: /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Principal Financial Officer By: /s/ M ICHAEL R . W ALSH Michael R. Walsh Senior Vice President, Chief Accounting Officer and Principal Accounting Officer 197 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Boston Properties Limited Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOSTON PROPERTIES LIMITED PARTNERSHIP By: BXP, Inc., its General Partner February 27, 2025 /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Chief Financial Officer (duly authorized officer and principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of BXP, Inc., as general partner of Boston Properties Limited Partnership, and in the capacities and on the dates indicated. February 27, 2025 By: /s/ O WEN D. T HOMAS Owen D. Thomas Chairman of the Board, Chief Executive Officer and Principal Executive Officer By: /s/ D OUGLAS T. L INDE Douglas T. Linde Director and President By: /s/ B RUCE W . D UNCAN Bruce W. Duncan Director By: /s/ C AROL B. E INIGER Carol B. Einiger Director By: /s/ D IANE J. H OSKINS Diane J. Hoskins Director By: /s/ M ARY E. K IPP Mary E. Kipp Director By: /s/ J OEL I. K LEIN Joel I. Klein Director By: /s/ M ATTHEW J. L USTIG Matthew J. Lustig Director 198 Table of Contents By: /s/ T IMOTHY J. N AUGHTON Timothy J. Naughton Director By: /s/ W ILLIAM H. W ALTON , III William H. Walton, III Director By: /s/ D EREK A. (T ONY ) W EST Derek A. (Tony) West Director By: /s/ M ICHAEL E. L A B ELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Principal Financial Officer By: /s/ M ICHAEL R . W ALSH Michael R. Walsh Senior Vice President, Chief Accounting Officer and Principal Accounting Officer 199