BXP, Inc. 10-Q

ITEM 1—Financial Statements. BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts) March 31, 2025 December 31, 2024 ASSETS Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,920,052 and $ 7,797,430 at March 31, 2025 and December 31, 2024, respectively) $ 28,115,423 $ 27,870,623 Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2025 and December 31, 2024, respectively) 372,845 372,922 Right of use assets - operating leases (amounts related to VIEs of $ 136,123 and $ 140,558 at March 31, 2025 and December 31, 2024, respectively) 330,129 334,767 Less: accumulated depreciation (amounts related to VIEs of $( 1,660,324 ) and $( 1,628,274 ) at March 31, 2025 and December 31, 2024, respectively) ( 7,699,234 ) ( 7,528,057 ) Total real estate 21,119,163 21,050,255 Cash and cash equivalents (amounts related to VIEs of $ 238,137 and $ 373,737 at March 31, 2025 and December 31, 2024, respectively) 398,126 1,254,882 Cash held in escrows (amounts related to VIEs of $ 5,305 and $ 4,979 at March 31, 2025 and December 31, 2024, respectively) 81,081 80,314 Investments in securities 38,310 39,706 Tenant and other receivables, net (amounts related to VIEs of $ 29,067 and $ 20,435 at March 31, 2025 and December 31, 2024, respectively) 117,353 107,453 Note receivable, net 5,535 4,947 Related party notes receivable, net 88,816 88,779 Sales-type lease receivable, net 14,958 14,657 Accrued rental income, net (amounts related to VIEs of $ 443,953 and $ 435,110 at March 31, 2025 and December 31, 2024, respectively) 1,490,522 1,466,220 Deferred charges, net (amounts related to VIEs of $ 209,654 and $ 211,726 at March 31, 2025 and December 31, 2024, respectively) 806,057 813,345 Prepaid expenses and other assets (amounts related to VIEs of $ 46,605 and $ 15,036 at March 31, 2025 and December 31, 2024, respectively) 138,868 70,839 Investments in unconsolidated joint ventures 1,137,732 1,093,583 Total assets $ 25,436,521 $ 26,084,980 LIABILITIES AND EQUITY Liabilities: Mortgage notes payable, net (amounts related to VIEs of $ 3,283,239 and $ 3,282,027 at March 31, 2025 and December 31, 2024, respectively) $ 4,277,710 $ 4,276,609 Unsecured senior notes, net 9,797,824 10,645,077 Unsecured line of credit 300,000 — Unsecured term loans, net 796,158 798,813 Unsecured commercial paper 500,000 500,000 Lease liabilities - finance leases (amounts related to VIEs of $ 20,965 and $ 20,931 at March 31, 2025 and December 31, 2024, respectively) 368,379 370,885 Lease liabilities - operating leases (amounts related to VIEs of $ 160,805 and $ 157,691 at March 31, 2025 and December 31, 2024, respectively) 395,638 392,686 Accounts payable and accrued expenses (amounts related to VIEs of $ 123,169 and $ 115,808 at March 31, 2025 and December 31, 2024, respectively) 398,760 401,874 Dividends and distributions payable 172,674 172,486 Accrued interest payable 120,432 128,098 Other liabilities (amounts related to VIEs of $ 108,335 and $ 126,202 at March 31, 2025 and December 31, 2024, respectively) 450,165 450,796 Total liabilities 17,577,740 18,137,324 1 T able of Contents BXP, INC. CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for share and par value amounts) March 31, 2025 December 31, 2024 Commitments and contingencies (See Note 8) Redeemable deferred stock units— 133,051 and 128,227 units outstanding at redemption value at March 31, 2025 and December 31, 2024, respectively 8,940 9,535 Equity: Stockholders’ equity attributable to BXP, Inc.: Excess stock, $ 0.01 par value, 150,000,000 shares authorized, none issued or outstanding — — Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none issued or outstanding — — Common stock, $ 0.01 par value, 250,000,000 shares authorized, 158,402,227 and 158,253,895 issued and 158,323,327 and 158,174,995 outstanding at March 31, 2025 and December 31, 2024, respectively 1,583 1,582 Additional paid-in capital 6,846,015 6,836,093 Dividends in excess of earnings ( 1,513,555 ) ( 1,419,575 ) Treasury common stock at cost, 78,900 shares at March 31, 2025 and December 31, 2024 ( 2,722 ) ( 2,722 ) Accumulated other comprehensive loss ( 11,379 ) ( 2,072 ) Total stockholders’ equity attributable to BXP, Inc. 5,319,942 5,413,306 Noncontrolling interests: Common units of Boston Properties Limited Partnership 591,555 591,270 Property partnerships 1,938,344 1,933,545 Total equity 7,849,841 7,938,121 Total liabilities and equity $ 25,436,521 $ 26,084,980 The accompanying notes are an integral part of these consolidated financial statements. 2 T able of Contents BXP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except for per share amounts) Three months ended March 31, 2025 2024 Revenue Lease $ 811,102 $ 788,590 Parking and other 30,242 32,216 Hotel 9,597 8,186 Development and management services 9,775 6,154 Direct reimbursements of payroll and related costs from management services contracts 4,499 4,293 Total revenue 865,215 839,439 Expenses Operating Rental 331,578 314,157 Hotel 7,565 6,015 General and administrative 52,284 50,018 Payroll and related costs from management services contracts 4,499 4,293 Transaction costs 768 513 Depreciation and amortization 220,107 218,716 Total expenses 616,801 593,712 Other income (expense) Income (loss) from unconsolidated joint ventures ( 2,139 ) 19,186 Loss on sales-type lease ( 2,490 ) — Interest and other income (loss) 7,750 14,529 Gains (losses) from investments in securities ( 365 ) 2,272 Unrealized gain (loss) on non-real estate investments ( 483 ) 396 Impairment loss — ( 13,615 ) Loss from early extinguishment of debt ( 338 ) — Interest expense ( 163,444 ) ( 161,891 ) Net income 86,905 106,604 Net income attributable to noncontrolling interests Noncontrolling interests in property partnerships ( 18,749 ) ( 17,221 ) Noncontrolling interest—common units of the Operating Partnership ( 6,979 ) ( 9,500 ) Net income attributable to BXP, Inc. $ 61,177 $ 79,883 Basic earnings per common share attributable to BXP, Inc. Net income $ 0.39 $ 0.51 Weighted average number of common shares outstanding 158,202 156,983 Diluted earnings per common share attributable to BXP, Inc. Net income $ 0.39 $ 0.51 Weighted average number of common and common equivalent shares outstanding 158,632 157,132 The accompanying notes are an integral part of these consolidated financial statements. 3 T able of Contents BXP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in thousands) Three months ended March 31, 2025 2024 Net income $ 86,905 $ 106,604 Other comprehensive income (loss): Effective portion of interest rate contracts ( 13,276 ) 16,351 Amortization of interest rate contracts (1) 3,081 3,360 Other comprehensive income (loss) ( 10,195 ) 19,711 Comprehensive income 76,710 126,315 Net income attributable to noncontrolling interests ( 25,728 ) ( 26,721 ) Other comprehensive (income) loss attributable to noncontrolling interests 888 ( 2,184 ) Comprehensive income attributable to BXP, Inc. $ 51,870 $ 97,410 _______________ (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. 4 T able of Contents BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands) 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 Shares Amount Equity, December 31, 2024 158,175 $ 1,582 $ 6,836,093 $ ( 1,419,575 ) $ ( 2,722 ) $ ( 2,072 ) $ 591,270 $ 1,933,545 $ 7,938,121 Redemption of operating partnership units to common stock 112 1 3,675 — — — ( 3,676 ) — — Allocated net income for the period — — — 61,177 — — 6,979 18,749 86,905 Dividends/distributions declared — — — ( 155,157 ) — — ( 18,149 ) — ( 173,306 ) Shares issued pursuant to stock purchase plan 6 — 470 — — — — — 470 Net activity from stock option and incentive plan 30 — 1,232 — — — 20,989 — 22,221 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — ( 281 ) — — — — 5,431 5,150 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 19,525 ) ( 19,525 ) Effective portion of interest rate contracts — — — — — ( 11,950 ) ( 1,326 ) — ( 13,276 ) Amortization of interest rate contracts — — — — — 2,643 294 144 3,081 Reallocation of noncontrolling interest — — 4,826 — — — ( 4,826 ) — — Equity, March 31, 2025 158,323 $ 1,583 $ 6,846,015 $ ( 1,513,555 ) $ ( 2,722 ) $ ( 11,379 ) $ 591,555 $ 1,938,344 $ 7,849,841 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 Redemption of operating partnership units to common stock 36 1 1,302 — — — ( 1,303 ) — — Allocated net income for the period — — — 79,883 — — 9,500 17,221 106,604 Dividends/distributions declared — — — ( 153,908 ) — — ( 18,864 ) — ( 172,772 ) Shares issued pursuant to stock purchase plan 8 — 600 — — — — — 600 Net activity from stock option and incentive plan 64 — 2,262 — — — 14,269 — 16,531 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 46,082 — — — — 96,860 142,942 Distributions to noncontrolling interests in property partnerships — — — — — — — ( 20,025 ) ( 20,025 ) Effective portion of interest rate contracts — — — — — 14,646 1,705 — 16,351 Amortization of interest rate contracts — — — — — 2,881 335 144 3,360 Reallocation of noncontrolling interest — — ( 12,747 ) — — — 12,747 — — Equity, March 31, 2024 157,049 $ 1,570 $ 6,752,648 $ ( 890,177 ) $ ( 2,722 ) $ ( 3,620 ) $ 684,969 $ 1,734,904 $ 8,277,572 The accompanying notes are an integral part of these consolidated financial statements. 5 T able of Contents BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Three months ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 86,905 $ 106,604 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 220,107 218,716 Impairment loss — 13,615 Amortization of right of use assets - operating leases 203 1,441 Amortization of sales type lease ( 281 ) — Non-cash compensation expense 22,917 18,873 Loss (Income) from unconsolidated joint ventures 2,139 ( 19,186 ) Distributions of net cash flow from operations of unconsolidated joint ventures 17,053 8,643 (Gains) losses from investments in securities 365 ( 2,272 ) Allowance for current expected credit losses ( 23 ) 4 Non-cash portion of interest expense 9,257 12,109 Loss from early extinguishments of debt 338 — Loss on sales-type lease 2,490 — Unrealized (gain) loss on non-real estate investments 483 ( 396 ) Change in assets and liabilities: Tenant and other receivables, net 1,903 29,454 Accrued rental income, net ( 28,178 ) ( 35,945 ) Prepaid expenses and other assets ( 73,910 ) ( 74,705 ) Right of use assets - operating lease — ( 750 ) Lease liabilities - operating leases ( 162 ) ( 1,241 ) Accounts payable and accrued expenses ( 14,664 ) ( 20,725 ) Accrued interest payable ( 7,660 ) ( 14,171 ) Other liabilities ( 11,862 ) ( 12,846 ) Tenant leasing costs ( 17,384 ) ( 29,627 ) Total adjustments 123,131 90,991 Net cash provided by operating activities 210,036 197,595 Cash flows from investing activities: Construction in progress ( 138,796 ) ( 181,636 ) Building and other capital improvements ( 57,395 ) ( 32,087 ) Tenant improvements ( 60,338 ) ( 53,377 ) Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) — 6,086 Capital contributions to unconsolidated joint ventures ( 52,611 ) ( 26,457 ) Investment in non-real estate investments ( 434 ) — Issuance of note receivables (including related party) ( 600 ) ( 573 ) Investments in securities, net 1,031 1,425 Net cash used in investing activities ( 309,143 ) ( 286,619 ) Cash flows from financing activities: Repayments of mortgage notes payable ( 1,122 ) ( 804 ) Repayment / redemption of unsecured senior notes ( 850,000 ) ( 700,000 ) Borrowings on unsecured line of credit 360,000 — Repayments of unsecured line of credit ( 60,000 ) — 6 T able of Contents BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Three months ended March 31, 2025 2024 Borrowings on unsecured term loans 700,000 — Repayment of unsecured term loans ( 700,000 ) — Payments on finance lease obligations ( 3,344 ) ( 3,160 ) Borrowings on commercial paper program 1,287,523 — Repayments on commercial paper program ( 1,287,523 ) — Deferred financing costs ( 14,102 ) ( 108 ) Net activity from equity transactions ( 821 ) ( 2,136 ) Dividends and distributions ( 173,118 ) ( 171,794 ) Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 5,150 141,118 Distributions to noncontrolling interests in property partnerships ( 19,525 ) ( 20,025 ) Net cash used in financing activities ( 756,882 ) ( 756,909 ) Net decrease in cash and cash equivalents and cash held in escrows ( 855,989 ) ( 845,933 ) Cash and cash equivalents and cash held in escrows, beginning of period 1,335,196 1,612,567 Cash and cash equivalents and cash held in escrows, end of period $ 479,207 $ 766,634 Reconciliation of cash and cash equivalents and cash held in escrows: Cash and cash equivalents, beginning of period $ 1,254,882 $ 1,531,477 Cash held in escrows, beginning of period 80,314 81,090 Cash and cash equivalents and cash held in escrows, beginning of period $ 1,335,196 $ 1,612,567 Cash and cash equivalents, end of period $ 398,126 $ 701,695 Cash held in escrows, end of period 81,081 64,939 Cash and cash equivalents and cash held in escrows, end of period $ 479,207 $ 766,634 Supplemental disclosures: Cash paid for interest (net of amounts capitalized) $ 175,700 $ 180,717 Interest capitalized $ 10,317 $ 9,381 Non-cash investing and financing activities: Write-off of fully depreciated real estate $ ( 20,549 ) $ ( 27,993 ) Change in real estate included in accounts payable and accrued expenses $ 15,198 $ ( 48,518 ) Right of use assets obtained in exchange for lease liabilities - operating lease $ — $ 25,637 Non-cash contributions from noncontrolling interests in property partnerships, net $ 281 $ 52,786 Capitalized operating lease costs $ 7,548 $ 7,548 Investment in unconsolidated joint ventures eliminated upon consolidation $ — $ ( 11,834 ) Mortgage note payable recorded upon consolidation $ — $ 207,093 Real estate and intangibles recorded upon consolidation $ — $ ( 220,015 ) Dividends and distributions declared but not paid $ 172,674 $ 172,154 Conversions of noncontrolling interests to stockholders’ equity $ 3,676 $ 1,303 Issuance of restricted securities to employees and non-employee directors $ 42,281 $ 41,989 The accompanying notes are an integral part of these consolidated financial statements. 7 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts) March 31, 2025 December 31, 2024 ASSETS Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $ 7,920,052 and $ 7,797,430 at March 31, 2025 and December 31, 2024, respectively) $ 27,749,158 $ 27,504,358 Right of use assets - finance leases (amounts related to VIEs of $ 21,000 and $ 21,000 at March 31, 2025 and December 31, 2024, respectively) 372,845 372,922 Right of use assets - operating leases (amounts related to VIEs of $ 136,123 and $ 140,558 at March 31, 2025 and December 31, 2024, respectively) 330,129 334,767 Less: accumulated depreciation (amounts related to VIEs of $( 1,660,324 ) and $( 1,628,274 ) at March 31, 2025 and December 31, 2024, respectively) ( 7,567,356 ) ( 7,397,882 ) Total real estate 20,884,776 20,814,165 Cash and cash equivalents (amounts related to VIEs of $ 238,137 and $ 373,737 at March 31, 2025 and December 31, 2024, respectively) 398,126 1,254,882 Cash held in escrows (amounts related to VIEs of $ 5,305 and $ 4,979 at March 31, 2025 and December 31, 2024, respectively) 81,081 80,314 Investments in securities 38,310 39,706 Tenant and other receivables, net (amounts related to VIEs of $ 29,067 and $ 20,435 at March 31, 2025 and December 31, 2024, respectively) 117,353 107,453 Note receivable, net 5,535 4,947 Related party notes receivables, net 88,816 88,779 Sales-type lease receivable, net 14,958 14,657 Accrued rental income, net (amounts related to VIEs of $ 443,953 and $ 435,110 at March 31, 2025 and December 31, 2024, respectively) 1,490,522 1,466,220 Deferred charges, net (amounts related to VIEs of $ 209,654 and $ 211,726 at March 31, 2025 and December 31, 2024, respectively) 806,057 813,345 Prepaid expenses and other assets (amounts related to VIEs of $ 46,605 and $ 15,036 at March 31, 2025 and December 31, 2024, respectively) 138,868 70,839 Investments in unconsolidated joint ventures 1,137,732 1,093,583 Total assets $ 25,202,134 $ 25,848,890 LIABILITIES AND CAPITAL Liabilities: Mortgage notes payable, net (amounts related to VIEs of $ 3,283,239 and $ 3,282,027 at March 31, 2025 and December 31, 2024, respectively) $ 4,277,710 $ 4,276,609 Unsecured senior notes, net 9,797,824 10,645,077 Unsecured line of credit 300,000 — Unsecured term loans, net 796,158 798,813 Unsecured commercial paper 500,000 500,000 Lease liabilities - finance leases (amounts related to VIEs of $ 20,965 and $ 20,931 at March 31, 2025 and December 31, 2024, respectively) 368,379 370,885 Lease liabilities - operating leases (amounts related to VIEs of $ 160,805 and $ 157,691 at March 31, 2025 and December 31, 2024, respectively) 395,638 392,686 Accounts payable and accrued expenses (amounts related to VIEs of $ 123,169 and $ 115,808 at March 31, 2025 and December 31, 2024, respectively) 398,760 401,874 Dividends and distributions payable 172,674 172,486 Accrued interest payable 120,432 128,098 Other liabilities (amounts related to VIEs of $ 108,335 and $ 126,202 at March 31, 2025 and December 31, 2024, respectively) 450,165 450,796 Total liabilities 17,577,740 18,137,324 8 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except for unit amounts) March 31, 2025 December 31, 2024 Commitments and contingencies (See Note 8) Redeemable deferred stock units— 133,051 and 128,227 units outstanding at redemption value at March 31, 2025 and December 31, 2024, respectively 8,940 9,535 Noncontrolling interests: Redeemable partnership units— 15,624,856 and 15,730,882 common units and 2,794,004 and 2,335,229 long term incentive units outstanding at redemption value at March 31, 2025 and December 31, 2024, respectively 1,280,106 1,378,573 Capital: Boston Properties Limited Partnership partners’ capital— 1,767,422 and 1,762,411 general partner units and 156,555,905 and 156,412,584 limited partner units outstanding at March 31, 2025 and December 31, 2024, respectively 4,408,383 4,391,985 Accumulated other comprehensive loss ( 11,379 ) ( 2,072 ) Total partners’ capital 4,397,004 4,389,913 Noncontrolling interests in property partnerships 1,938,344 1,933,545 Total capital 6,335,348 6,323,458 Total liabilities and capital $ 25,202,134 $ 25,848,890 The accompanying notes are an integral part of these consolidated financial statements. 9 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except for per unit amounts) Three months ended March 31, 2025 2024 Revenue Lease $ 811,102 $ 788,590 Parking and other 30,242 32,216 Hotel 9,597 8,186 Development and management services 9,775 6,154 Direct reimbursements of payroll and related costs from management services contracts 4,499 4,293 Total revenue 865,215 839,439 Expenses Operating Rental 331,578 314,157 Hotel 7,565 6,015 General and administrative 52,284 50,018 Payroll and related costs from management services contracts 4,499 4,293 Transaction costs 768 513 Depreciation and amortization 218,404 217,019 Total expenses 615,098 592,015 Other income (expense) Income (loss) from unconsolidated joint ventures ( 2,139 ) 19,186 Loss on sales-type lease ( 2,490 ) — Interest and other income (loss) 7,750 14,529 Gains (losses) from investments in securities ( 365 ) 2,272 Unrealized gain (loss) on non-real estate investments ( 483 ) 396 Impairment loss — ( 13,615 ) Loss from early extinguishment of debt ( 338 ) — Interest expense ( 163,444 ) ( 161,891 ) Net income 88,608 108,301 Net income attributable to noncontrolling interests Noncontrolling interests in property partnerships ( 18,749 ) ( 17,221 ) Net income attributable to Boston Properties Limited Partnership $ 69,859 $ 91,080 Basic earnings per common unit attributable to Boston Properties Limited Partnership Net income $ 0.40 $ 0.52 Weighted average number of common units outstanding 175,752 175,255 Diluted earnings per common unit attributable to Boston Properties Limited Partnership Net income $ 0.40 $ 0.52 Weighted average number of common and common equivalent units outstanding 176,182 175,404 The accompanying notes are an integral part of these consolidated financial statements. 10 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in thousands) Three months ended March 31, 2025 2024 Net income $ 88,608 $ 108,301 Other comprehensive income (loss): Effective portion of interest rate contracts ( 13,276 ) 16,351 Amortization of interest rate contracts (1) 3,081 3,360 Other comprehensive income (loss) ( 10,195 ) 19,711 Comprehensive income 78,413 128,012 Comprehensive income attributable to noncontrolling interests ( 18,893 ) ( 17,365 ) Comprehensive income attributable to Boston Properties Limited Partnership $ 59,520 $ 110,647 _______________ (1) Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations. The accompanying notes are an integral part of these consolidated financial statements. 11 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS (unaudited and in thousands) Units Capital General Partner Limited Partner Partners’ Capital (General and Limited Partners) Accumulated Other Comprehensive Loss Noncontrolling Interests - Property Partnerships Total Capital Noncontrolling Interests - Redeemable Partnership Units Equity, December 31, 2024 1,762 156,413 $ 4,391,985 $ ( 2,072 ) $ 1,933,545 $ 6,323,458 $ 1,378,573 Net activity from contributions and unearned compensation 1 35 1,702 — — 1,702 20,989 Allocated net income for the period — — 62,880 — 18,749 81,629 6,979 Distributions — — ( 155,157 ) — — ( 155,157 ) ( 18,149 ) Conversion of redeemable partnership units 4 108 3,676 — — 3,676 ( 3,676 ) Adjustment to reflect redeemable partnership units at redemption value — — 103,578 — — 103,578 ( 103,578 ) Effective portion of interest rate contracts — — — ( 11,950 ) — ( 11,950 ) ( 1,326 ) Amortization of interest rate contracts — — — 2,643 144 2,787 294 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — ( 281 ) — 5,431 5,150 — Distributions to noncontrolling interests in property partnerships — — — — ( 19,525 ) ( 19,525 ) — Equity, March 31, 2025 1,767 156,556 $ 4,408,383 $ ( 11,379 ) $ 1,938,344 $ 6,335,348 $ 1,280,106 Equity, December 31, 2023 1,755 155,185 $ 4,973,951 $ ( 21,147 ) $ 1,640,704 $ 6,593,508 $ 1,347,575 Net activity from contributions and unearned compensation 5 68 2,862 — — 2,862 14,269 Allocated net income for the period — — 81,580 — 17,221 98,801 9,500 Distributions — — ( 153,908 ) — — ( 153,908 ) ( 18,864 ) Conversion of redeemable partnership units 2 34 1,303 — — 1,303 ( 1,303 ) Adjustment to reflect redeemable partnership units at redemption value — — 52,808 — — 52,808 ( 52,808 ) Effective portion of interest rate contracts — — — 14,646 — 14,646 1,705 Amortization of interest rate contracts — — — 2,881 144 3,025 335 Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships — — 46,082 — 96,860 142,942 — Distributions to noncontrolling interests in property partnerships — — — — ( 20,025 ) ( 20,025 ) — Equity, March 31, 2024 1,762 155,287 $ 5,004,678 $ ( 3,620 ) $ 1,734,904 $ 6,735,962 $ 1,300,409 The accompanying notes are an integral part of these consolidated financial statements. 12 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Three months ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 88,608 $ 108,301 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 218,404 217,019 Impairment loss — 13,615 Amortization of right of use assets - operating leases 203 1,441 Amortization of sales type lease ( 281 ) — Non-cash compensation expense 22,917 18,873 Loss (Income) from unconsolidated joint ventures 2,139 ( 19,186 ) Distributions of net cash flow from operations of unconsolidated joint ventures 17,053 8,643 (Gains) losses from investments in securities 365 ( 2,272 ) Allowance for current expected credit losses ( 23 ) 4 Non-cash portion of interest expense 9,257 12,109 Loss from early extinguishments of debt 338 — Loss on sales-type lease 2,490 — Unrealized (gain) loss on non-real estate investments 483 ( 396 ) Change in assets and liabilities: Tenant and other receivables, net 1,903 29,454 Accrued rental income, net ( 28,178 ) ( 35,945 ) Prepaid expenses and other assets ( 73,910 ) ( 74,705 ) Right of use assets - operating lease — ( 750 ) Lease liabilities - operating leases ( 162 ) ( 1,241 ) Accounts payable and accrued expenses ( 14,664 ) ( 20,725 ) Accrued interest payable ( 7,660 ) ( 14,171 ) Other liabilities ( 11,862 ) ( 12,846 ) Tenant leasing costs ( 17,384 ) ( 29,627 ) Total adjustments 121,428 89,294 Net cash provided by operating activities 210,036 197,595 Cash flows from investing activities: Construction in progress ( 138,796 ) ( 181,636 ) Building and other capital improvements ( 57,395 ) ( 32,087 ) Tenant improvements ( 60,338 ) ( 53,377 ) Acquisition of real estate upon consolidation of unconsolidated joint ventures (net of cash) — 6,086 Capital contributions to unconsolidated joint ventures ( 52,611 ) ( 26,457 ) Investment in non-real estate investments ( 434 ) — Issuance of note receivables (including related party) ( 600 ) ( 573 ) Investments in securities, net 1,031 1,425 Net cash used in investing activities ( 309,143 ) ( 286,619 ) Cash flows from financing activities: Repayments of mortgage notes payable ( 1,122 ) ( 804 ) Repayment / redemption of unsecured senior notes ( 850,000 ) ( 700,000 ) Borrowings on unsecured line of credit 360,000 — Repayments of unsecured line of credit ( 60,000 ) — 13 T able of Contents BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Three months ended March 31, 2025 2024 Borrowings on unsecured term loan 700,000 — Repayment of unsecured term loan ( 700,000 ) — Payments on finance lease obligations ( 3,344 ) ( 3,160 ) Borrowings on commercial paper program 1,287,523 — Repayments on commercial paper program ( 1,287,523 ) — Deferred financing costs ( 14,102 ) ( 108 ) Net activity from equity transactions ( 821 ) ( 2,136 ) Distributions ( 173,118 ) ( 171,794 ) Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships 5,150 141,118 Distributions to noncontrolling interests in property partnerships ( 19,525 ) ( 20,025 ) Net cash used in financing activities ( 756,882 ) ( 756,909 ) Net decrease in cash and cash equivalents and cash held in escrows ( 855,989 ) ( 845,933 ) Cash and cash equivalents and cash held in escrows, beginning of period 1,335,196 1,612,567 Cash and cash equivalents and cash held in escrows, end of period $ 479,207 $ 766,634 Reconciliation of cash and cash equivalents and cash held in escrows: Cash and cash equivalents, beginning of period $ 1,254,882 $ 1,531,477 Cash held in escrows, beginning of period 80,314 81,090 Cash and cash equivalents and cash held in escrows, beginning of period $ 1,335,196 $ 1,612,567 Cash and cash equivalents, end of period $ 398,126 $ 701,695 Cash held in escrows, end of period 81,081 64,939 Cash and cash equivalents and cash held in escrows, end of period $ 479,207 $ 766,634 Supplemental disclosures: Cash paid for interest (net of amounts capitalized) $ 175,700 $ 180,717 Interest capitalized $ 10,317 $ 9,381 Non-cash investing and financing activities: Write-off of fully depreciated real estate $ ( 20,549 ) $ ( 27,993 ) Change in real estate included in accounts payable and accrued expenses $ 15,198 $ ( 48,518 ) Right of use assets obtained in exchange for lease liabilities - operating lease $ — $ 25,637 Non-cash contributions from noncontrolling interests in property partnerships, net $ 281 $ 52,786 Capitalized operating lease costs $ 7,548 $ 7,548 Investment in unconsolidated joint ventures eliminated upon consolidation $ — $ ( 11,834 ) Mortgage notes payable recorded upon consolidation $ — $ 207,093 Real estate and intangibles recorded upon consolidation $ — $ ( 220,015 ) Distributions declared but not paid $ 172,674 $ 172,154 Conversions of redeemable partnership units to partners’ capital $ 3,676 $ 1,303 Issuance of restricted securities to employees and non-employee directors $ 42,281 $ 41,989 The accompanying notes are an integral part of these consolidated financial statements. 14 T able of Contents BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Organization BXP is a fully integrated, self-administered and self-managed REIT. BXP is the sole general partner of BPLP, its operating partnership, and at March 31, 2025, owned an approximate 89.6 % ( 89.7 % at December 31, 2024) general and limited partnership interest in BPLP. Unless stated otherwise or the context requires, the “Company” refers to BXP and its subsidiaries, including BPLP and its consolidated subsidiaries. Partnership interests in BPLP include: • common units of partnership interest (also referred to as “OP Units”) and • long term incentive units of partnership interest (also referred to as “LTIP Units”) Unless specifically noted otherwise, all references to OP Units exclude units held by BXP. A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to covenants agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP is obligated to redeem the OP Unit for cash equal to the value of a share of common stock of BXP (“Common Stock”). In lieu of such cash redemption, BXP may elect to acquire the OP Unit for one share of Common Stock. 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 it has previously granted LTIP Units in the form of (1) 2012 outperformance plan awards (“2012 OPP Units”) and (2) 2013 - 2025 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 - 2022 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. Unless and until they are earned, the rights, preferences and privileges of the 2023 - 2025 MYLTIP Units differ from other LTIP Units granted to employees (including the 2012 OPP Units and the 2013 - 2022 MYLTIP Units, which have been earned). Therefore, unless specifically noted otherwise, all references to LTIP Units exclude the 2023 - 2025 MYLTIP Units. LTIP Units (including the earned 2012 OPP Units and the earned 2013 - 2022 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 9 and 13). Properties At March 31, 2025, the Company owned or had joint venture interests in a portfolio of 185 commercial real estate properties (the “Properties”) aggregating approximately 53.4 million net rentable square feet of primarily office properties, including nine properties under construction/redevelopment totaling approximately 3.0 million net rentable square feet. At March 31, 2025, the Properties consisted of: • 162 office properties (including six properties under construction/redevelopment); • 14 retail properties (including one property under construction); • eight residential properties (including two properties under construction); and • one hotel. 2. Summary of Significant Accounting Policies 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. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income. 15 T able of Contents The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by GAAP. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2024. 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, the results of which form the basis for making significant judgments about the carrying values of assets and liabilities, 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. Variable Interest Entities (VIEs) Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which 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 VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The assets of each VIE are only available to satisfy such VIE's respective liabilities. The Company has identified 11 entities that are VIEs as of March 31, 2025 and has determined that it is the primary beneficiary for nine of these entities as of March 31, 2025. Consolidated Variable Interest Entities As of March 31, 2025, 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, 300 Binney Street, Atlantic Wharf Office Building and 100 Federal 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. The third parties’ interests in these consolidated entities (excluding BPLP’s interest) are reflected as noncontrolling interests in property partnerships in the accompanying consolidated financial statements (See Note 9). In addition, BXP’s only significant asset is its investment in BPLP and, consequently, substantially all of BXP’s assets and liabilities are the assets and liabilities of BPLP. Variable Interest Entities Not Consolidated As of March 31, 2025, BXP has identified two unconsolidated joint venture entities that are classified as VIEs. The CAB 290 Coles Venture LLC and CAB 290 Coles Holdco LLC joint ventures are VIEs because the Company does not consolidate the entities as it does not have the power to direct the activities that, when taken together, most significantly impact the VIEs’ performance and, therefore, the Company is not considered to be the primary beneficiary. Fair Value Measurements The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The table below presents for March 31, 2025 and December 31, 2024, the financial instruments that are being valued for disclosure purposes, as well as the Level at which they are categorized as defined in Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”). 16 T able of Contents Financial Instrument Level Unsecured commercial paper Level 1 Investment in securities Level 1 Unsecured senior notes (1) Level 1 Related party note receivable Level 3 Notes receivable Level 3 Sales-type lease receivable Level 3 Mortgage notes payable Level 3 Unsecured line of credit Level 3 Unsecured term loans Level 3 _______________ (1) If trading volume for the period is low, the valuation could be categorized as Level 2. Because the Company’s valuations of its financial instruments are based on the above Levels and involve the use of estimates, the actual fair values of its financial instruments may differ materially from those estimates. 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 March 31, 2025 and December 31, 2024, the Company had $ 500.0 million outstanding under its unsecured commercial paper program (See Note 6). 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 March 31, 2025 and December 31, 2024. The Company’s non-real estate investments are shown within Prepaid and Other Assets on the Consolidated Balance Sheets and were approximately $ 7.7 million and $ 7.1 million at March 31, 2025 and December 31, 2024, respectively. The non-real estate investments utilize net asset value as the practical expedient. Non-Recurring Fair Value The following table presents the aggregate carrying value of the Company’s non-recurring fair value financial instruments and the Company’s corresponding estimate of fair value as of March 31, 2025 and December 31, 2024 (in thousands): March 31, 2025 December 31, 2024 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Related party notes receivable, net $ 88,816 $ 87,815 $ 88,779 $ 89,213 Note receivable, net 5,535 5,249 4,947 6,187 Sales-type lease receivable, net 14,958 13,757 14,657 13,632 Total $ 109,309 $ 106,821 $ 108,383 $ 109,032 Mortgage notes payable, net $ 4,277,710 $ 3,868,743 $ 4,276,609 $ 3,808,095 Unsecured senior notes, net 9,797,824 9,265,592 10,645,077 10,005,606 Unsecured line of credit 300,000 298,007 — — Unsecured term loans, net 796,158 801,420 798,813 799,580 Unsecured commercial paper 500,000 500,000 500,000 500,000 Total $ 15,671,692 $ 14,733,762 $ 16,220,499 $ 15,113,281 Recurring Fair Value Derivatives In addition to the financial instruments noted above, the Company uses interest rate swap agreements to manage its interest rate risk (See Notes 7 and 14). The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses 17 T able of Contents observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. 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 following table presents the aggregate fair value of the Company’s interest rate swaps as of March 31, 2025 and December 31, 2024 (in thousands): Fair value March 31, 2025 December 31, 2024 Interest rate swaps $ ( 4,079 ) $ 5,252 Investments The Company accounts for investments in equity securities at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. The Company maintains deferred compensation plans that are designed to allow officers and non-employee directors of BXP to defer a portion of the officer’s current income or the non-employee director’s current compensation on a pre-tax basis and receive a tax-deferred return on these amounts deferred based on the performance of specific investments selected by the officer or non-employee director. 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 March 31, 2025 and December 31, 2024, the Company had maintained approximately $ 38.1 million and $ 39.4 million, respectively, in separate accounts, which are not restricted as to their use. The Company recognized gains (losses) of approximately $( 0.4 ) million and $ 2.3 million on its investments in the accounts associated with the Company’s deferred compensation plans during the three months ended March 31, 2025 and March 31, 2024, respectively, primarily due to the observable change in fair value. 3. Real Estate BXP Real estate consisted of the following at March 31, 2025 and December 31, 2024 (in thousands): March 31, 2025 December 31, 2024 Land $ 5,319,140 $ 5,318,724 Right of use assets - finance leases 372,845 372,922 Right of use assets - operating leases 330,129 334,767 Land held for future development (1) 730,944 714,050 Buildings and improvements 17,198,604 17,149,702 Tenant improvements 3,902,214 3,866,371 Furniture, fixtures and equipment 56,532 57,136 Construction in progress 907,989 764,640 Total 28,818,397 28,578,312 Less: Accumulated depreciation ( 7,699,234 ) ( 7,528,057 ) $ 21,119,163 $ 21,050,255 _______________ (1) Includes pre-development costs. 18 T able of Contents BPLP Real estate consisted of the following at March 31, 2025 and December 31, 2024 (in thousands): March 31, 2025 December 31, 2024 Land $ 5,224,431 $ 5,224,015 Right of use assets - finance leases 372,845 372,922 Right of use assets - operating leases 330,129 334,767 Land held for future development (1) 730,944 714,050 Buildings and improvements 16,927,048 16,878,146 Tenant improvements 3,902,214 3,866,371 Furniture, fixtures and equipment 56,532 57,136 Construction in progress 907,989 764,640 Total 28,452,132 28,212,047 Less: Accumulated depreciation ( 7,567,356 ) ( 7,397,882 ) $ 20,884,776 $ 20,814,165 _______________ (1) Includes pre-development costs. Development On January 16, 2025, the Company partially placed in-service Reston Next Retail, a retail project with approximately 33,000 net rentable square feet located in Reston, Virginia. On March 31, 2025, the Company commenced the redevelopment of 1050 Winter Street in Waltham, Massachusetts. 1050 Winter Street is a redevelopment of an approximately 162,000 net rentable square foot office property. The project is fully pre-leased (See Note 14). 4. Leases Lessor The following table summarizes the components of lease revenue recognized under the Company’s operating and sales-type leases for the three months ended March 31, 2025 and 2024 and included within the Company's Consolidated Statements of Operations (in thousands): Three months ended March 31, Lease Revenue 2025 2024 Fixed contractual payments $ 666,235 $ 648,890 Variable lease payments 144,560 139,458 Sales-type lease revenue 307 242 $ 811,102 $ 788,590 19 T able of Contents 5. Investments in Unconsolidated Joint Ventures The investments in unconsolidated joint ventures consist of the following at March 31, 2025 and December 31, 2024: Carrying Value of Investment (1) Entity Properties Nominal % Ownership March 31, 2025 December 31, 2024 (in thousands) Square 407 Limited Partnership Market Square North 50.00 % $ ( 23,756 ) $ ( 11,924 ) WP Project Developer LLC Wisconsin Place Land and Infrastructure 33.33 % (2) 29,668 29,775 500 North Capitol Venture LLC 500 North Capitol Street, NW 30.00 % ( 11,952 ) ( 11,696 ) 501 K Street LLC 1001 6th Street 50.00 % 45,903 45,903 Podium Developer LLC The Hub on Causeway - Podium 50.00 % 41,153 42,310 Residential Tower Developer LLC Hub50House 50.00 % 40,492 42,493 Hotel Tower Developer LLC The Hub on Causeway - Hotel Air Rights 50.00 % 14,464 14,271 Office Tower Developer LLC 100 Causeway Street 50.00 % 55,821 55,810 1265 Main Office JV LLC 1265 Main Street 50.00 % 3,461 3,476 BNY Tower Holdings LLC Dock 72 50.00 % (3) ( 12,477 ) ( 9,889 ) CA-Colorado Center, LLC Colorado Center 50.00 % 68,235 65,000 7750 Wisconsin Avenue LLC 7750 Wisconsin Avenue 50.00 % 48,183 48,423 BP-M 3HB Venture LLC 3 Hudson Boulevard 25.00 % 111,865 112,771 Platform 16 Holdings LP Platform 16 55.00 % 57,775 56,265 Gateway Portfolio Holdings LLC Gateway Commons 50.00 % 272,872 272,000 Rosecrans-Sepulveda Partners 4, LLC Beach Cities Media Campus 50.00 % 27,060 27,051 Safeco Plaza REIT LLC Safeco Plaza 33.67 % (4) 132 — 360 PAS Holdco LLC 360 Park Avenue South 71.11 % (5) 79,883 74,592 PR II/BXP Reston Gateway LLC Skymark - Reston Next Residential 20.00 % 14,691 14,844 751 Gateway Holdings LLC 751 Gateway 49.00 % 121,058 99,701 200 Fifth Avenue JV LLC 200 Fifth Avenue 26.69 % 67,165 70,673 ABXP Worldgate Investments LLC 13100 and 13150 Worldgate Drive 50.00 % 18,487 18,225 CAB 290 Coles Venture LLC 290 Coles Street - Common Equity 19.46 % (6) 19,364 N/A CAB 290 Coles Holdco LLC 290 Coles Street - Preferred Equity — % (6)(7) — N/A $ 1,089,547 $ 1,060,074 _______________ (1) Investments with deficit balances aggregating approximately $ 48.2 million and $ 33.5 million at March 31, 2025 and December 31, 2024, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets. (2) 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. (3) This property includes net equity balances from the amenity joint venture. (4) The Company’s ownership includes (1) a 33.0 % direct interest in the joint venture, and (2) an additional 1.0 % interest in each of the two entities through which each partner owns its interest in the joint venture. (5) 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 1.0 % interest in the entity through which the partner owns its interest in the joint venture. (6) This entity is a VIE (See Note 2). (7) T he Company agreed to fund up to $ 65.0 million of the required capital through its preferred equity investment. The Company’s preferred equity investment is expected to earn a 13.0 % internal rate of return (“IRR”) and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030. 20 T able of Contents 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 venture. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, one or more partners could be entitled to an additional promoted interest or payments. The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows: March 31, 2025 December 31, 2024 (in thousands) ASSETS Real estate and development in process, net (1) $ 5,820,435 $ 5,748,198 Other assets (2) 700,641 703,096 Total assets $ 6,521,076 $ 6,451,294 LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY Mortgage and notes payable, net $ 3,213,566 $ 3,206,723 Other liabilities (3) 251,826 292,125 Members’/Partners’ equity 3,055,684 2,952,446 Total liabilities and members’/partners’ equity $ 6,521,076 $ 6,451,294 Company’s share of equity $ 1,371,939 $ 1,344,543 Basis differentials (4) ( 282,392 ) ( 284,469 ) Carrying value of the Company’s investments in unconsolidated joint ventures (5) $ 1,089,547 $ 1,060,074 _______________ (1) At March 31, 2025 and December 31, 2024, this amount included right of use assets - operating leases totaling approximately $ 18.7 million and $ 19.0 million, respectively. (2) At March 31, 2025 and December 31, 2024, this amount included sales-type lease receivable, net totaling approximately $ 14.2 million and $ 14.1 million, respectively. (3) At March 31, 2025 and December 31, 2024, 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 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 investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $ 168.4 million, $ 126.1 million, and $ 46.8 million, respectively. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The Company’s basis differences include: March 31, 2025 December 31, 2024 Property (in thousands) Colorado Center $ 128,562 $ 127,632 200 Fifth Avenue 48,017 49,656 Gateway Commons ( 73,693 ) ( 74,500 ) Safeco Plaza ( 74,822 ) ( 75,576 ) Dock 72 ( 91,159 ) ( 92,054 ) 360 Park Avenue South ( 112,372 ) ( 113,265 ) Platform 16 ( 142,683 ) ( 142,698 ) These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities. An additional $ 35.8 million and $ 36.3 million of other basis differentials are not included above at March 31, 2025 and December 31, 2024, respectively. (5) Investments with deficit balances aggregating approximately $ 48.2 million and $ 33.5 million at March 31, 2025 and December 31, 2024, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets. 21 T able of Contents The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows: Three months ended March 31, 2025 2024 (in thousands) Total revenue (1) $ 130,687 $ 130,392 Expenses Operating 53,729 49,194 Transaction costs 170 2 Depreciation and amortization 42,379 39,424 Total expenses 96,278 88,620 Other income (expense) Loss from early extinguishment of debt ( 62 ) — Interest expense ( 44,432 ) ( 43,563 ) Unrealized gain (loss) on derivative instruments ( 8,325 ) 10,112 Net income (loss) $ ( 18,410 ) $ 8,321 Company’s share of net income (loss) $ ( 5,796 ) $ 2,960 Gain on sale / consolidation — 21,696 Basis differential (2) 3,657 ( 5,470 ) Income (loss) from unconsolidated joint ventures $ ( 2,139 ) $ 19,186 _______________ (1) Includes straight-line rent adjustments of approximately $ 3.4 million and $ 7.7 million for the three months ended March 31, 2025 and 2024, respectively. (2) Includes depreciation and amortization of approximately $( 1.4 ) million and $ 2.9 million for the three months ended March 31, 2025 and 2024, respectively. Includes unrealized gain (loss) on derivative instruments of approximately $( 2.2 ) million and $ 2.7 million for the three months ended March 31, 2025 and 2024, respectively. On February 27, 2025, a joint venture in which the Company has a 50 % ownership interest, entered into a $ 252.0 million mortgage loan secured by 7750 Wisconsin Avenue in Bethesda, Maryland. The loan is scheduled to mature on March 1, 2035, bears interest at a fixed rate of 5.49 % per annum, and requires monthly principal and interest payments. The proceeds from the loan were used to repay the existing $ 252.0 million construction loan collateralized by the property. The repayment resulted in the joint venture recognizing a loss from early extinguishment of debt of approximately $ 0.1 million related to unamortized finance costs during the three months ended March 31, 2025. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet. On March 5, 2025, the Company acquired a 19.46 % interest in a joint venture that is developing 290 Coles Street located in Jersey City, New Jersey for a gross purchase price of approximately $ 20.0 million. Additionally, the Company agreed to fund up to $ 65.0 million of the required capital through a preferred equity investment. The Company’s preferred equity investment is expected to earn a 13.0 % IRR and is to be redeemed, in full, upon the earlier of two years after stabilization of the property or March 5, 2030. On March 5, 2025, the joint venture entered into a $ 225.0 million construction loan, which will fund construction costs after the funding of all common and preferred equity investments required by the construction loan agreement. The loan bears interest at a variable rate equal to Term SOFR plus 2.50 % per annum and is scheduled to mature on March 5, 2029 with an additional one -year extension option, subject to certain conditions. When completed, 290 Coles Street is expected to be a 670 -unit residential property with retail space aggregating approximately 560,000 net rentable square feet. 22 T able of Contents 6. Debt Unsecured Senior Notes The following summarizes the unsecured senior notes outstanding as of March 31, 2025 (dollars in thousands): Coupon/Stated Rate Effective Rate(1) Principal Amount Maturity Date(2) 10 Year Unsecured Senior Notes 3.650 % 3.766 % $ 1,000,000 February 1, 2026 10 Year Unsecured Senior Notes 2.750 % 3.495 % 1,000,000 October 1, 2026 5 Year Unsecured Senior Notes 6.750 % 6.924 % 750,000 December 1, 2027 10 Year Unsecured Senior Notes 4.500 % 4.628 % 1,000,000 December 1, 2028 10 Year Unsecured Senior Notes 3.400 % 3.505 % 850,000 June 21, 2029 10.5 Year Unsecured Senior Notes 2.900 % 2.984 % 700,000 March 15, 2030 10.75 Year Unsecured Senior Notes 3.250 % 3.343 % 1,250,000 January 30, 2031 11 Year Unsecured Senior Notes 2.550 % 2.671 % 850,000 April 1, 2032 12 Year Unsecured Senior Notes 2.450 % 2.524 % 850,000 October 1, 2033 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 9,850,000 Less: Net unamortized discount 10,265 Deferred financing costs, net 41,911 Total $ 9,797,824 _______________ (1) Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs. (2) No principal amounts are due prior to maturity. 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 5.750 % unsecured senior notes due 2035. 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. Unsecured Credit Facility and Unsecured Term Loans On March 28, 2025, BPLP amended and restated its revolving credit agreement (as amended and restated, the “2025 Credit Facility”). The 2025 Credit Facility provides for aggregate borrowings of up to $ 2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions. Among other things, the amendment and restatement (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $ 2.0 billion to $ 2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030 , and (3) added a $ 700.0 million unsecured term loan facility (the “Term Loan Facility”) with an initial maturity date of March 30, 2029 , with two , six -month extension options, each subject to customary conditions. In addition, BPLP may increase the total commitment under the 2025 Credit Facility to a maximum commitment amount of up to $ 3.5 billion through increase(s) in the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase(s) and other customary conditions. In connection with the amendment and restatement, the Company recognized a loss from early extinguishment of debt of approximately $ 0.3 million related to unamortized origination costs during the three months ended March 31, 2025 . At BPLP’s option, loans under the 2025 Credit Facility that are advanced in U.S. dollars will bear interest at a rate per annum equal to Term SOFR, Daily Simple SOFR or a Base Rate (each as defined in the Tenth Amended and Restated Credit Agreement, which governs the 2025 Credit Facility (the “Credit Agreement”)), in each case, plus a margin based on BPLP’s credit rating ranging from (i) for Term SOFR and Daily Simple SOFR loans, (a) under the Revolving Facility, 70.0 to 140.0 basis points, or (b) under the Term Loan Facility, 75.0 to 160.0 basis 23 T able of Contents points (plus a SOFR conversion adjustment of 10 basis points) (See Note 14), and (ii) for Base Rate loans, (a) under the Revolving Facility, 0 to 40.0 basis points, or (b) under the Term Loan Facility, 0 to 60.0 basis points. At BPLP’s option, loans under the Revolving Facility can also be denominated in Euros, Sterling or Canadian Dollars and such loans will bear interest at a rate per annum equal to (1) in the case of loans denominated in Euro, EURIBOR, (2) in the case of loans denominated in Canadian Dollars, Term CORRA (as adjusted), and (3) in the case of loans denominated in Sterling, SONIA (as adjusted), plus, in each case, a margin based on BPLP’s credit rating as described above for loans under the Revolving Facility. Pursuant to the 2025 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. Based on BPLP’s March 31, 2025 credit rating, (1) for SOFR-based loans under the Revolving Facility, the per annum interest rate margin is 0.850 %, (2) for SOFR-based loans under the Term Loan Facility, the per annum interest rate margin is 1.05 % (as adjusted) (See Note 14), (3) for Base Rate-based loans under both the Revolving Facility and Term Loan Facility, the margin is zero basis points and (4) the facility fee for commitments under the Revolving Facility is 0.20 % per annum. The 2025 Credit Facility contains 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 all outstanding amounts and the cancellation of all commitments outstanding under the Credit Agreement. Among other covenants, the 2025 Credit Facility requires that BPLP maintain: (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. At March 31, 2025, BPLP was in compliance with each of these financial restrictions and requirements. At closing on March 28, 2025, BPLP drew the full $ 700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the remaining $ 700.0 million of borrowings outstanding under it’s $ 1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025. There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan. At March 31, 2025, BPLP had $ 300.0 million and $ 700.0 million outstanding under the Revolving Facility and Term Loan Facility, respectively. The 2025 Credit Facility is used as a backstop for BPLP’s $ 750.0 million unsecured commercial paper program (the “Commercial Paper Program”) (See “ Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2025 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding. Unsecured Commercial Paper On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under the Commercial Paper Program from $ 500.0 million to $ 750.0 million. Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remain unchanged. 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 $ 750.0 million with varying maturities of up to one year . Amounts available under the 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 2025 Credit Facility. At March 31, 2025, BPLP had an aggregate of $ 500.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.66 % per annum and had a weighted-average maturity of 48 days from the issuance date. 24 T able of Contents 7. Derivative Instruments and Hedging Activities 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 March 31, 2025, the Company had not posted any collateral related to the agreements. Effective Hedge Instruments 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 any ineffectiveness during the three months ended March 31, 2025. BPLP’s and SMBP LLC’s derivative contracts consisted of the following at March 31, 2025 (dollars in thousands) (See Note 14): Derivative Instrument Aggregate Notional Amount Strike Rate Range Balance Sheet Location Effective Date Maturity Date Low High Fair Value BPLP: Interest Rate Swaps $ 600,000 December 15, 2023 October 26, 2028 3.790 % — 3.798 % Other liabilities $ ( 4,079 ) Interest Rate Swaps 100,000 September 27, 2024 April 1, 2025 2.688 % — 2.688 % N/A — 700,000 ( 4,079 ) SMBP LLC (1) Interest Rate Swaps 200,000 December 14, 2023 April 1, 2025 2.661 % — 2.688 % N/A — $ 900,000 $ ( 4,079 ) _______________ (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 three months ended March 31, 2025 and 2024 (in thousands): Three months ended March 31, 2025 2024 Amount of gain (loss) related to the effective portion recognized in other comprehensive income (loss) (1) $ ( 13,276 ) $ 16,351 Amount of gain (loss) related to the effective portion subsequently reclassified to earnings (2) $ 3,081 $ 3,360 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) 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. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity. 25 T able of Contents 8. Commitments and Contingencies General 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 the Company’s subsidiaries to complete construction of the building, 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 March 31, 2025. 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 venture. 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 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. 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 March 31, 2025, the Company has funded approximately $ 5.5 million under the mezzanine loan. Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. 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 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. 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. 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 calculations. 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 the Company 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 the Company 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. 26 T able of Contents 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 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. In the meantime, the remainder of the case is proceeding on the standard litigation timeline. 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 ninety ( 90 ) other entities and institutions in the city. 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 on February 24, 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. As a result, the Company is unable to estimate a range of loss for which losses are reasonably possible. 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. 27 T able of Contents 9. Noncontrolling Interests 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 March 31, 2025, the noncontrolling interests in BPLP consisted of the following: OP Units LTIP Units (1) 2023 MYLTIP Units 2024 MYLTIP Units 2025 MYLTIP Units 15,624,856 2,794,004 322,053 330,479 354,940 __________ (1) Includes 688,027 LTIP Units earned by employees under the Company’s multi-year long-term incentive awards granted between 2012 and 2022 (i.e., 2012 OPP and 2013 - 2022 MYLTIP awards). Noncontrolling Interest—Common Units During the three months ended March 31, 2025, 112,308 OP Units were presented by the holders for redemption (including an aggregate of 9,425 OP Units 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 March 31, 2025, BPLP had outstanding the 2023 - 2025 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 2023 - 2025 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 2023 - 2025 MYLTIP Units that are earned, less the distributions actually paid during the performance period on all of the awarded 2023 - 2025 MYLTIP Units. 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. The following table presents BPLP’s distributions on the OP Units and LTIP Units and MYLTIP Units paid or declared in 2025 and during the three months ended March 31, 2024: Record Date Payment Date Distributions per OP Unit and LTIP Unit Distributions per MYLTIP Unit March 31, 2025 April 30, 2025 $ 0.98 $ 0.098 December 31, 2024 January 30, 2025 $ 0.98 $ 0.098 March 28, 2024 April 30, 2024 $ 0.98 $ 0.098 December 29, 2023 January 30, 2024 $ 0.98 $ 0.098 A holder of an OP Unit may present the OP Unit to BPLP for redemption at any time (subject to covenants agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, BPLP must redeem the OP Unit for cash equal to the then value of a share of Common Stock of BXP. BXP may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. Based on the last reported price of a share of Common Stock on the New York Stock Exchange of $ 67.19 per share on March 31, 2025, the value of the OP Units (other than OP Units owned by BXP), and LTIP Units (including the 2012 OPP Units and 2013 - 2022 MYLTIP Units), assuming in each case that all conditions had been met for the conversion thereof, had all of such units been redeemed at March 31, 2025 was approximately $ 1.3 billion. 28 T able of Contents Noncontrolling Interests—Property Partnerships The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $ 1.9 billion at March 31, 2025 and December 31, 2024, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets. 10. Stockholders’ Equity / Partners’ Capital As of March 31, 2025, BXP had 158,323,327 shares of Common Stock outstanding. As of March 31, 2025, BXP owned 1,767,422 general partnership units and 156,555,905 limited partnership units in BPLP. On May 17, 2023, BXP renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $ 600.0 million of its Common Stock through sales agents over a three -year period. Under the ATM stock offering program, BXP may also engage in forward sale transactions with affiliates of certain sales agents for the sale of its Common Stock on a forward basis. This program replaced BXP’s prior $ 600.0 million ATM stock offering program that was scheduled to expire on May 22, 2023. BXP intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of Common Stock have been issued under this ATM stock offering program. During the three months ended March 31, 2025, BXP issued 112,308 shares of Common Stock in connection with the redemption of an equal number of redeemable OP Units from limited partners. The following table presents BXP’s dividends per share and BPLP’s distributions per OP Unit and LTIP Unit paid or declared in 2025 and during the three months ended March 31, 2024: Record Date Payment Date Dividend (Per Share) Distribution (Per Unit) March 31, 2025 April 30, 2025 $ 0.98 $ 0.98 December 31, 2024 January 30, 2025 $ 0.98 $ 0.98 March 28, 2024 April 30, 2024 $ 0.98 $ 0.98 December 29, 2023 January 30, 2024 $ 0.98 $ 0.98 11. Segment Information 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 29 T able of Contents 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 are 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, income (loss) from unconsolidated joint ventures, interest and other income (loss), 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, loss on sales-type lease, impairment loss, loss from early extinguishment of debt, interest expense and net income attributable to noncontrolling interests. 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 three months ended March 31, 2025 and 2024. BXP Three months ended March 31, 2025 2024 (in thousands) Company’s share of NOI $ 494,778 $ 497,680 Add: Development and management services revenue 9,775 6,154 Direct reimbursements of payroll and related costs from management services contracts 4,499 4,293 Income (loss) from unconsolidated joint ventures ( 2,139 ) 19,186 Interest and other income (loss) 7,750 14,529 Gains (losses) from investments in securities ( 365 ) 2,272 Unrealized gain (loss) on non-real estate investments ( 483 ) 396 Net operating income attributable to noncontrolling interests in property partnerships 49,702 46,570 Less: General and administrative expense 52,284 50,018 Payroll and related costs from management services contracts 4,499 4,293 Transaction costs 768 513 Depreciation and amortization expense 220,107 218,716 Loss on sales-type lease 2,490 — Net operating income from unconsolidated joint ventures 32,682 35,430 Impairment loss — 13,615 Loss from early extinguishment of debt 338 — Interest expense 163,444 161,891 Net Income 86,905 106,604 Less: Noncontrolling interests in property partnerships 18,749 17,221 Noncontrolling interest—common units of the Operating Partnership 6,979 9,500 Net income attributable to BXP, Inc. $ 61,177 $ 79,883 30 T able of Contents BPLP Three months ended March 31, 2025 2024 (in thousands) Company’s share of NOI $ 494,778 $ 497,680 Add: Development and management services revenue 9,775 6,154 Direct reimbursements of payroll and related costs from management services contracts 4,499 4,293 Income (loss) from unconsolidated joint ventures ( 2,139 ) 19,186 Interest and other income (loss) 7,750 14,529 Gains (losses) from investments in securities ( 365 ) 2,272 Unrealized gain (loss) on non-real estate investments ( 483 ) 396 Net operating income attributable to noncontrolling interests in property partnerships 49,702 46,570 Less: General and administrative expense 52,284 50,018 Payroll and related costs from management services contracts 4,499 4,293 Transaction costs 768 513 Depreciation and amortization expense 218,404 217,019 Loss on sales-type lease 2,490 — Net operating income from unconsolidated joint ventures 32,682 35,430 Impairment loss — 13,615 Loss from early extinguishment of debt 338 — Interest expense 163,444 161,891 Net Income 88,608 108,301 Less: Noncontrolling interests in property partnerships 18,749 17,221 Net income attributable to Boston Properties Limited Partnership $ 69,859 $ 91,080 The following table presents a reconciliation of Revenue from the Consolidated Financial Statements to Rental Revenue for the three months ended March 31, 2025 and 2024. Three months ended March 31, 2025 2024 (in thousands) Revenue $ 865,215 $ 839,439 Less: Development and management services 9,775 6,154 Direct reimbursements of payroll and related costs from management services contracts 4,499 4,293 Total rental revenue $ 850,941 $ 828,992 The following tables present 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 three months ended March 31, 2025 and 2024 (dollars in thousands). 31 T able of Contents For the three months ended March 31, 2025: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: Office $ 305,289 $ 17,165 $ 263,425 $ 125,808 $ 11,991 $ 105,318 $ 828,996 Residential 4,129 — — 3,503 — 4,716 12,348 Hotel 9,597 — — — — — 9,597 Total 319,015 17,165 263,425 129,311 11,991 110,034 850,941 % of Grand Totals 37.48 % 2.02 % 30.96 % 15.20 % 1.41 % 12.93 % 100.00 % Rental Expenses: Office 116,885 6,496 109,961 48,552 2,996 40,791 325,681 Residential 1,808 — — 2,140 — 1,949 5,897 Hotel 7,565 — — — — — 7,565 Total 126,258 6,496 109,961 50,692 2,996 42,740 339,143 % of Grand Totals 37.23 % 1.92 % 32.42 % 14.95 % 0.88 % 12.60 % 100.00 % Net operating income $ 192,757 $ 10,669 $ 153,464 $ 78,619 $ 8,995 $ 67,294 $ 511,798 % of Grand Totals 37.66 % 2.08 % 29.99 % 15.36 % 1.76 % 13.15 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 15,301 ) — ( 34,401 ) — — — ( 49,702 ) Add: Company’s share of net operating income from unconsolidated joint ventures 8,451 7,352 3,513 4,581 2,257 6,528 32,682 Company’s share of net operating income $ 185,907 $ 18,021 $ 122,576 $ 83,200 $ 11,252 $ 73,822 $ 494,778 % of Grand Totals 37.58 % 3.64 % 24.77 % 16.82 % 2.27 % 14.92 % 100.00 % 32 T able of Contents For the three months ended March 31, 2024: Boston Los Angeles New York San Francisco Seattle Washington, DC Total Rental Revenue: Office $ 280,466 $ 20,401 $ 260,809 $ 132,614 $ 10,910 $ 102,922 $ 808,122 Residential 4,196 — — 3,958 — 4,530 12,684 Hotel 8,186 — — — — — 8,186 Total 292,848 20,401 260,809 136,572 10,910 107,452 828,992 % of Grand Totals 35.33 % 2.46 % 31.46 % 16.47 % 1.32 % 12.96 % 100.00 % Rental Expenses: Office 105,171 6,567 107,481 46,942 3,081 39,229 308,471 Residential 1,593 — — 2,218 — 1,875 5,686 Hotel 6,015 — — — — — 6,015 Total 112,779 6,567 107,481 49,160 3,081 41,104 320,172 % of Grand Totals 35.23 % 2.05 % 33.57 % 15.35 % 0.96 % 12.84 % 100.00 % Net operating income $ 180,069 $ 13,834 $ 153,328 $ 87,412 $ 7,829 $ 66,348 $ 508,820 % of Grand Totals 35.39 % 2.72 % 30.13 % 17.18 % 1.54 % 13.04 % 100.00 % Less: Net operating income attributable to noncontrolling interests in property partnerships ( 11,056 ) — ( 35,514 ) — — — ( 46,570 ) Add: Company’s share of net operating income from unconsolidated joint ventures 8,757 7,248 5,984 5,154 1,876 6,411 35,430 Company’s share of net operating income $ 177,770 $ 21,082 $ 123,798 $ 92,566 $ 9,705 $ 72,759 $ 497,680 % of Grand Totals 35.71 % 4.24 % 24.88 % 18.60 % 1.95 % 14.62 % 100.00 % 12. Earnings Per Share / Common Unit BXP 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. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic EPS of BXP using the two-class method. 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 - 2022 MYLTIP Units required, and the 2023 - 2025 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. 33 T able of Contents Three months ended March 31, 2025 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income attributable to BXP, Inc. $ 61,177 158,202 $ 0.39 Effect of Dilutive Securities: Stock Based Compensation — 430 — Diluted Earnings: Net income attributable to BXP, Inc. $ 61,177 158,632 $ 0.39 Three months ended March 31, 2024 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except for per share amounts) Basic Earnings: Net income attributable to BXP, Inc. $ 79,883 156,983 $ 0.51 Effect of Dilutive Securities: Stock Based Compensation — 149 — Diluted Earnings: Net income attributable to BXP, Inc. $ 79,883 157,132 $ 0.51 BPLP 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. As such, unvested restricted common stock of BXP and BPLP’s LTIP Units, 2012 OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. 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 - 2022 MYLTIP Units required, and the 2023 - 2025 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 17,550,000 and 18,272,000 redeemable common units for the three months ended March 31, 2025 and 2024, respectively. 34 T able of Contents Three months ended March 31, 2025 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income attributable to Boston Properties Limited Partnership $ 69,859 175,752 $ 0.40 Effect of Dilutive Securities: Stock Based Compensation — 430 — Diluted Earnings: Net income attributable to Boston Properties Limited Partnership $ 69,859 176,182 $ 0.40 Three months ended March 31, 2024 Income (Numerator) Units (Denominator) Per Unit Amount (in thousands, except for per unit amounts) Basic Earnings: Net income attributable to Boston Properties Limited Partnership $ 91,080 175,255 $ 0.52 Effect of Dilutive Securities: Stock Based Compensation — 149 — Diluted Earnings: Net income attributable to Boston Properties Limited Partnership $ 91,080 175,404 $ 0.52 13. Stock Option and Incentive Plan On January 22, 2025, BXP’s Compensation Committee approved the 2025 Multi-Year Long-Term Incentive Program (the “2025 MYLTIP”) awards under the BXP, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP. The 2025 MYLTIP awards consist of three components. Two of the components are each weighted 40% and utilize BXP’s TSR and BXP’s diluted Funds from Operations (“FFO”) per share growth, respectively, over a three -year measurement period as the performance metrics and the third component, weighted 20%, utilizes an average 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 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. During the three months ended March 31, 2025, BXP issued 49,486 shares of restricted common stock and BPLP issued 390,825 LTIP Units and 354,940 2025 MYLTIP Units to employees and the life sciences advisory board members under the 2021 Plan. Employees and life sciences advisory board members paid $ 0.25 per LTIP Unit and 2025 MYLTIP Unit. When issued, LTIP Units are not economically equivalent in value to a share of Common Stock, but over time can increase in value to one-for-one parity with Common Stock if there is sufficient appreciation in the value of the Company’s assets. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets of BXP and BPLP. A substantial majority of the grants of restricted common stock and LTIP Units to employees vest in four equal annual installments. Restricted common stock is measured at fair value on the date of grant based on the number of shares granted and the closing price of BXP’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted common stock 35 T able of Contents granted during the three months ended March 31, 2025 were valued at approximately $ 3.6 million. The LTIP Units granted were valued at approximately $ 26.0 million using a Monte Carlo simulation method model. Because the 2012 OPP Units and 2013 - 2025 MYLTIP Units are subject to both a service condition and a market condition, the Company recognizes the related compensation expense under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. The Company recognizes forfeitures as they occur on its awards of stock-based compensation. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Dividends in Excess of Earnings in BXP, Inc.’s Consolidated Balance Sheets and Partners’ Capital in Boston Properties Limited Partnership’s Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, LTIP Units and MYLTIP Units was approximately $ 23.0 million and $ 18.5 million for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, there was (1) an aggregate of approximately $ 36.7 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and (2) an aggregate of approximately $ 3.8 million of unrecognized compensation expense related to unvested 2023 - 2025 MYLTIP Units that is expected to be recognized over a weighted-average period of approximately 2.8 years. 14. Subsequent Events On April 5, 2025, the Company partially placed in-service 1050 Winter Street in Waltham, Massachusetts. 1050 Winter Street is a redevelopment of an approximately 162,000 net rentable square foot office property. The project is fully pre-leased. On April 8, 2025, BPLP entered into an interest rate swap contract with a notional amount of $ 300.0 million to replace $ 300.0 million of interest rate swap contracts that expired on April 1, 2025 . The interest rate swap was entered into to fix Daily Simple SOFR at a fixed interest rate of 3.6775 % per annum for the period commencing on April 7, 2025 and ending on April 6, 2026 . On April 22, 2025, BPLP amended the Credit Agreement governing its 2025 Credit Facility to remove the SOFR conversion adjustment of 10 basis points previously applicable to the Term Loan Facility. Other than the foregoing, the material terms of the Credit Agreement remained unchanged (See Note 6). 36 T able of Contents