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What changed in BXP, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BXP, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+389 added−499 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in BXP, Inc.'s 2025 10-K

389 paragraphs added · 499 removed · 301 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

158 edited+51 added−131 removed62 unchanged
Biggest changeThe following represents the outstanding mortgage notes payable, net at December 31, 2024: Properties Stated Interest Rate GAAP Interest Rate (1) Stated Principal Amount Fair Value Adjustment and Deferred Financing Costs, Net Carrying Amount Carrying Amount (Partners ’ Share) Maturity Date (dollars in thousands) Wholly-owned 901 New York Avenue 3.61 % 7.69 % $ 202,313 $ (621) $ 201,692 N/A (2) January 5, 2029 Santa Monica Business Park 4.05 % 6.65 % 200,000 (1,979) 198,021 N/A (3)(4) October 8, 2028 90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage) 6.04 % 6.27 % 600,000 (5,131) 594,869 N/A (3)(5) October 26, 2028 Subtotal 1,002,313 (7,731) 994,582 N/A Consolidated Joint Ventures 767 Fifth Avenue (the General Motors Building) 3.43 % 3.64 % 2,300,000 (8,502) 2,291,498 $ 916,629 (3)(6)(7) June 9, 2027 601 Lexington Avenue 2.79 % 2.93 % 1,000,000 (9,471) 990,529 445,738 (3)(8) January 9, 2032 Subtotal 3,300,000 (17,973) 3,282,027 1,362,367 Total $ 4,302,313 $ (25,704) $ 4,276,609 $ 1,362,367 _______________ (1) The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, the effects of hedging transactions (if any) and adjustments required under Accounting Standards Codification 805 “Business Combinations” to reflect loans and swaps at their fair values (if any).
Biggest changeInterest Rate Amount Stated GAAP (1) Maturity Date 12/31/2025 12/31/2024 Unsecured Senior Notes (2) Unsecured Senior Notes (3) 3.200 % 3.350 % January 15, 2025 N/A $ 850,000 Unsecured Senior Notes (4) 3.650 % 3.766 % February 1, 2026 $ 1,000,000 1,000,000 Unsecured Senior Notes 2.750 % 3.495 % October 1, 2026 1,000,000 1,000,000 Unsecured Senior Notes 6.750 % 6.924 % December 1, 2027 750,000 750,000 Unsecured Senior Notes 4.500 % 4.628 % December 1, 2028 1,000,000 1,000,000 Unsecured Senior Notes 3.400 % 3.505 % June 21, 2029 850,000 850,000 Unsecured Senior Notes 2.900 % 2.984 % March 15, 2030 700,000 700,000 Unsecured Senior Notes 3.250 % 3.343 % January 30, 2031 1,250,000 1,250,000 Unsecured Senior Notes 2.550 % 2.671 % April 1, 2032 850,000 850,000 81 Table of Contents Interest Rate Amount Stated GAAP (1) Maturity Date 12/31/2025 12/31/2024 Unsecured Senior Notes 2.450 % 2.524 % October 1, 2033 850,000 850,000 Unsecured Senior Notes 6.500 % 6.619 % January 15, 2034 750,000 750,000 Unsecured Senior Notes 5.750 % 5.842 % January 15, 2035 850,000 850,000 Total Principal Amount 9,850,000 10,700,000 Less: Unamortized discount and deferred financing costs, net 43,900 54,923 Carrying Amount 9,806,100 10,645,077 Unsecured Exchangeable Senior Notes 2.000 % 2.496 % October 1, 2030 1,000,000 N/A Less: Unamortized deferred financing costs 23,737 N/A Carrying Amount 976,263 N/A Unsecured Commercial Paper (5) 4.24 % 4.25 % Various 750,000 500,000 Unsecured Line of Credit (Revolving Credit Facility) (6) — % — % March 29, 2030 — — Unsecured Term Loans 2023 Unsecured Term Loan N/A N/A N/A N/A 700,000 2024 Unsecured Term Loan (7) 4.73 % 4.88 % September 26, 2026 100,000 100,000 Unsecured Term Loan Facility (8) 4.82 % 4.94 % March 30, 2029 700,000 N/A Total Principal Amount 800,000 800,000 Less: Deferred financing costs and fair value adjustments, net 2,947 1,187 Carrying Amount 797,053 798,813 Mortgage Notes 767 Fifth Avenue (the General Motors Building) (60% ownership) (2)(9) 3.43 % 3.64 % June 9, 2027 2,300,000 2,300,000 Santa Monica Business Park (2)(10) 5.28 % 5.40 % October 8, 2028 200,000 200,000 90 Broadway, 325 Main Street, 355 Main Street, and Cambridge East Garage (also known as Kendall Center Green Garage) (2)(11) 6.04 % 6.27 % October 26, 2028 600,000 600,000 901 New York Avenue (12) 5.00 % 5.06 % January 5, 2029 198,063 202,313 601 Lexington Avenue (55% ownership) (2) 2.79 % 2.93 % January 9, 2032 1,000,000 1,000,000 Total Principal Amount 4,298,063 4,302,313 Less: Deferred financing costs and fair value adjustments, net 17,996 25,704 Carrying Amount 4,280,067 4,276,609 Total Consolidated Debt $ 16,609,483 $ 16,220,499 _______________ (1) For the unsecured senior notes, the GAAP rate represents the yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.
Sales To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or attractive acquisitions, BXP would, at the appropriate time, decide whether it is better to declare a special dividend, adopt a stock repurchase program, reduce indebtedness or retain the cash for future investment opportunities.
Sales To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or acquisitions, BXP would, at the appropriate time, decide whether it is better to declare a special dividend, adopt a stock repurchase program, reduce indebtedness or retain the cash for future investment opportunities.
Unconsolidated Joint Ventures Impairment Our investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and we record impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.
Impairment Investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and we record impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.
(4) Capital contributions to unconsolidated joint ventures for the year ended December 31, 2024 consisted primarily of cash contributions of approximately $62.7 million, $32.1 million, $13.5 million and $11.6 million to our 360 Park Avenue South, Gateway Commons, Platform 16 and Dock 72 joint ventures, respectively.
Capital contributions to unconsolidated joint ventures for the year ended December 31, 2024 consisted primarily of cash contributions of approximately $62.7 million, $32.1 million, $13.5 million and $11.6 million to our 360 Park Avenue South, Gateway Commons, Platform 16 and Dock 72 joint ventures, respectively.
(10) The indebtedness consists of (x) a $70.0 million mortgage loan payable (Note A) which bears interest at a fixed rate of 6.23% per annum, and (y) a $35.0 million mortgage loan payable (Note B) which bears interest at a fixed rate of 8.03% per annum. We provided $10.5 million of the Note B mortgage financing to the joint venture.
(7) The indebtedness consists of (x) a $70.0 million mortgage loan payable (Note A) which bears interest at a fixed rate of 6.23% per annum, and (y) a $35.0 million mortgage loan payable (Note B) which bears interest at a fixed rate of 8.03% per annum. We provided $10.5 million of the Note B mortgage financing to the joint venture.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operation s” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operation s” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.
The timing and amount of these payments is subject to change. (2) Payments for construction contracts on development projects includes consolidated joint ventures and represents 100% of the estimated development costs.
The timing and amount of these payments is subject to change. (2) Payments for construction contracts for development projects includes consolidated joint ventures and represents 100% of the estimated development costs.
(2) Each of Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement represent our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through December 31, 2024.
(2) Each of Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement represent our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through December 31, 2025.
Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. 59 Table of Contents The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. 57 Table of Contents The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Item 1. Business—Transactions During 2024 .” Critical Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
Item 1. Business—Transactions During 2025 .” Critical Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the SOFR rate at a cap of 2.50% per annum on a notional amount of $250.0 million through September 1, 2025.
The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in the SOFR rate at a cap of 2.50% per annum on a notional amount of $250.0 million through September 1, 2026.
Consolidated market capitalization is the sum of: (1) our consolidated debt; plus (2) the product of (x) the closing price per share of BXP common stock on December 31, 2024, as reported by the New York Stock Exchange, multiplied by (y) the sum of: (i) the number of outstanding shares of common stock of BXP, (ii) the number of outstanding OP Units in BPLP (excluding OP Units held by BXP), (iii) the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and (iv) the number of OP Units issuable upon conversion of 2012 OPP Units, and 2013 - 2021 MYLTIP Units that were issued in the form of LTIP Units.
Consolidated market capitalization is the sum of: (1) our consolidated debt; plus (2) the product of (x) the closing price per share of BXP common stock on December 31, 2025, as reported by the New York Stock Exchange, multiplied by (y) the sum of: (i) the number of outstanding shares of common stock of BXP, (ii) the number of outstanding OP Units in BPLP (excluding OP Units held by BXP), (iii) the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and (iv) the number of OP Units issuable upon conversion of 2012 OPP Units, and 2013 - 2022 MYLTIP Units that were issued in the form of LTIP Units.
Generally, our properties generate a relatively consistent stream of cash flows that provides us with resources to pay operating expenses, debt service and fund regular quarterly dividend and distribution payment requirements. In addition, over the past several years, we have raised capital through the sale of some of our properties and through secured and unsecured borrowings.
Generally, our properties generate a relatively consistent stream of cash flows that provides us with 77 Table of Contents resources to pay operating expenses, debt service and fund regular quarterly dividend and distribution payment requirements. In addition, over the past several years, we have raised capital through the sale of some of our properties and through secured and unsecured borrowings.
(8) The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.
(5) The joint venture entered into interest rate swap contracts with notional amounts aggregating $185.0 million through April 10, 2032, resulting in a fixed rate of approximately 4.432% per annum through the expiration of the interest rate swap contracts.
By comparison, our general and administrative expense decreased by approximately $4.4 million and $5.6 million during the years ended December 31, 2024 and 2023, respectively, as a result of decreases in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by officers and former non-employee directors of BXP participating in the plans.
By comparison, our general and administrative expense decreased by approximately $5.5 million and $4.4 million during the years ended December 31, 2025 and 2024, respectively, as a result of decreases in our liability under our deferred compensation plans that was associated with the performance of the specific investments selected by participating officers and former non-employee directors of BXP.
The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, 2023 or disposed of on or prior to December 31, 2024.
The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, 2024 or disposed of on or prior to December 31, 2025.
Investment in Unconsolidated Joint Ventures - Contractual Obligations As of December 31, 2024, the unconsolidated joint ventures that we have an ownership interest in were subject to contractual payment obligations as described in the table below. The table represents our share of the contractual obligations.
Investment in Unconsolidated Joint Ventures - Contractual Obligations As of December 31, 2025, the unconsolidated joint ventures that we have an ownership interest in were subject to contractual payment obligations as described in the table below. The table represents our share of the contractual obligations.
Additional disclosure about market risk is incorporated herein by reference from “ Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk. ” 100 Table of Contents
Additional disclosure about market risk is incorporated herein by reference from “ Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk. ” 94 Table of Contents
The calculation of consolidated market capitalization does not include LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned.
The calculation of consolidated market capitalization does not include LTIP Units issued in the form of Outperformance Awards or MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned.
(9) The loan bears interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum.
(6) The loan bears interest at a variable rate equal to the greater of (x) 2.35% or (y) SOFR plus 2.32% per annum.
(7) In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of December 31, 2024, the maximum funding obligation under the guarantee was approximately $6.4 million.
(9) In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of December 31, 2025, the maximum funding obligation under the guarantee was approximately $6.4 million.
We use Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provides investors with information regarding our performance that is not immediately apparent from the comparable non-GAAP measures and allows investors to compare operating performance between periods.
We use Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provide investors with information regarding our performance that is not immediately apparent from the most directly comparable GAAP measures and allows investors to compare operating performance between periods.
For a description of these interest rate swaps, see Note 8 to the Consolidated Financial Statements. 87 Table of Contents Investment in Unconsolidated Joint Ventures - Secured Debt We have investments in unconsolidated joint ventures with our effective ownership interests ranging from 20% to approximately 71%. Fourteen of these ventures have mortgage indebtedness.
For a description of these interest rate swaps, see Note 8 to the Consolidated Financial Statements. 84 Table of Contents Investment in Unconsolidated Joint Ventures - Secured Debt We have investments in unconsolidated joint ventures with our effective ownership interests ranging from approximately 19% to approximately 71%. Fourteen of these ventures have mortgage indebtedness.
NOI should not be considered as a substitute for net income attributable to BXP, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
NOI should not be considered as a substitute for net income attributable 60 Table of Contents to BXP, Inc. or net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term. Capitalized wages for each of the year ended December 31, 2024 and 2023 were approximately $17.2 million and $16.1 million, respectively.
Wages directly related to the development of rental properties are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the applicable asset or lease term. Capitalized wages for each of the year ended December 31, 2025 and 2024 were approximately $17.0 million and $17.2 million, respectively.
Gains from Investments in Securities Gains from investments in securities for the years ended December 31, 2024 and 2023 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors.
Gains from Investments in Securities Gains from investments in securities for the year ended December 31, 2025 and 2024 related to investments that we have made to reduce our market risk relating to deferred compensation plans that we maintain for BXP’s officers and former non-employee directors.
In our analysis of operating results, particularly to make comparisons of NOI between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented.
In our analysis of operating results, particularly to make comparisons of Net Operating Income (“NOI”) between periods more meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented.
Our sources of revenue also include third-party fees generated by our property management, leasing, development and construction businesses, interest earned on cash deposits and, from time to time, the sale of assets. We believe these sources of capital will continue to provide the funds necessary for our short-term liquidity needs.
Our sources of revenue also include third-party fees generated by our property management, leasing, development and construction businesses, interest earned on cash deposits and, from time to time, the sale of assets. We believe these capital sources will continue to meet our short-term liquidity needs.
Unless we have entered into interest rate swaps or other derivatives to fix the interest rate, increases in interest rates can result in increased interest expense under our 2021 Credit Facility, unsecured term loans, unsecured commercial paper, certain mortgage loans and other debt that bears interest at variable rates.
Unless we have entered into interest rate swaps or other derivatives to fix the interest rate, increases in interest rates can result in increased interest expense under our 2025 Credit Facility, 2024 Unsecured Term Loan, Commercial Paper Program, certain mortgage loans and other debt that bears interest at variable rates.
(2) Committed client-related obligations (tenant improvements and lease commissions) based on executed leases as of December 31, 2024. The timing and amount of these payments is subject to change. We have various service contracts with vendors related to our property management.
(2) Committed client-related obligations (tenant improvements and lease commissions) based on executed leases as of December 31, 2025. The timing and amount of these payments is subject to change. 92 Table of Contents We have various service contracts with vendors related to our property management.
Our portion of the loan is reflected as Related Party Note Receivables, Net on our Consolidated Balance Sheets. (11) The joint venture entered into interest rate swap contracts with notional amounts aggregating $600.0 million through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts.
Our portion of the loan is reflected as Related Party Notes Receivable, Net on our Consolidated Balance Sheets. (8) The joint venture entered into interest rate swap contracts with notional amounts aggregating $600.0 million through June 2028, resulting in a fixed rate of approximately 4.34% per annum through the expiration of the interest rate swap contracts.
Rental revenue from our Properties in or Held for Development or Redevelopment Portfolio increased by approximately $2.2 million and real estate operating expenses decreased by approximately $3.4 million for the year ended December 31, 2024 compared to 2023, as detailed below.
Rental revenue and real estate operating expenses from our Properties in or Held for Development or Redevelopment Portfolio decreased by approximately $32.3 million and $2.4 million, respectively, for the year ended December 31, 2025 compared to 2024, as detailed below.
At December 31, 2024, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.2 billion (of which our proportionate share is approximately $1.4 billion). The table below summarizes the outstanding debt of these joint venture properties at December 31, 2024.
At December 31, 2025, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $2.9 billion (of which our proportionate share is approximately $1.2 billion). The table below summarizes the outstanding debt of these joint venture properties at December 31, 2025.
Therefore, the comparison of operating results for the year ended December 31, 2024 and 2023 show separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.
Therefore, the comparison of operating results for the years ended December 31, 2025 and 2024 shows separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.
We invest in two non-real estate funds, which are primarily environmentally focused investment funds, each with a commitment to contribute $10.0 million, aggregating to a total commitment of $20.0 million. As of December 31, 2024, we have contributed approximately $7.1 million, which includes required fees, with $12.9 million remaining to be contributed.
We invest in two non-real estate funds, which are primarily environmentally focused investment funds, each with a commitment to contribute $10.0 million, aggregating to a total commitment of $20.0 million. As of December 31, 2025, we have contributed approximately $10.5 million, which includes required fees, with $9.5 million remaining to be contributed.
Therefore, as of December 31, 2024, we have $1.2 billion of variable rate debt outstanding. The following table presents our aggregate debt obligations carrying value, estimated fair value and where applicable, the corresponding weighted-average GAAP interest rates sorted by maturity date as of December 31, 2024. The table below does not include our unconsolidated joint venture debt.
Therefore, as of December 31, 2025, we had approximately $1.4 billion of variable rate debt outstanding. The following table presents our aggregate debt obligations carrying value, estimated fair value and where applicable, the corresponding weighted-average GAAP interest rates sorted by maturity date as of December 31, 2025. The table below does not include our unconsolidated joint venture debt.
BXP The net difference between the tax basis and the reported amounts of BXP’s assets and liabilities was approximately $1.6 billion and $2.0 billion as of December 31, 2024 and 2023, respectively, which was primarily related to the difference in basis of contributed property and accrued rental income.
BXP The net difference between the tax basis and the reported amounts of BXP’s assets and liabilities was approximately $653.1 million and $1.6 billion as of December 31, 2025 and 2024, respectively, which was primarily related to the difference in basis of contributed property and accrued rental income.
For a summary of our consolidated debt as of December 31, 2024 refer to the heading “ Liquidity and Capital Resources—Debt Financing” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” Noncontrolling Interests in Property Partnerships Noncontrolling interests in property partnerships decreased by approximately $11.1 million for the year ended December 31, 2024 compared to 2023, as detailed below.
For a summary of our consolidated debt as of December 31, 2025 refer to the heading “ Liquidity and Capital Resources—Debt” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” Noncontrolling Interests in Property Partnerships Noncontrolling interests in property partnerships increased by approximately $7.7 million for the year ended December 31, 2025 compared to 2024, as detailed below.
The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.8 years as of December 31, 2024, with occupancy rates historically in the range of 87% to 92%.
The weighted-average term of our in-place leases, including leases signed by our unconsolidated joint ventures, excluding residential units, was approximately 7.9 years as of December 31, 2025, with occupancy rates historically in the range of approximately 86% to 92%.
Because their three-year performance periods have not yet ended, 2022 - 2024 MYLTIP Units are not included in this calculation as of December 31, 2024. 81 Table of Contents We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which are calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator.
Because their performance periods have not yet ended, the 2023 - 2025 MYLTIP Units and 2025 OPP Units are not included in this calculation as of December 31, 2025. 80 Table of Contents We also present BXP’s Share of Market Capitalization and BXP’s Share of Debt/BXP’s Share of Market Capitalization, which are calculated in the same manner, except that BXP’s Share of Debt is utilized instead of our consolidated debt in both the numerator and the denominator.
The client-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In the aggregate, during 2024, we signed leases for approximately 5.6 million square feet of space and incurred aggregate client-related obligations of approximately $597.3 million, or approximately $106 per square foot.
The tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In the aggregate, during 2025, we signed leases for approximately 5.6 million square feet of space and incurred aggregate tenant-related obligations of approximately $767.2 million, or approximately $138 per square foot.
However, we entered into interest rate swaps with notional amounts aggregating $800.0 million for our secured debt and $100.0 million for BPLP’s 2024 Unsecured Term Loan, thus fixing the interest rates for all, or a portion of the applicable debt term (See Note 8 to the Consolidated Financial Statements for information pertaining to interest rate swap contracts in place as of December 31, 2024 and their respective fair values).
However, we have entered into interest rate swaps with notional amounts aggregating $800.0 million for our secured debt and $100.0 million for BPLP’s 2024 Unsecured Term Loan, thus fixing the interest rates for all or a portion of the applicable debt term (See Note 8 to the Consolidated Financial Statements for information pertaining to interest rate swap contracts).
In addition, we have the $100.0 million 2024 Unsecured Term Loan and $800.0 million of mortgage notes collateralized by Santa Monica Business Park and our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known 73 Table of Contents as Kendall Center Green Garage) properties that bore interest at variable rates, which have all been hedged with interest rates swaps to fix SOFR for all or a portion of the applicable debt term.
In addition, we have a $100.0 million unsecured term loan facility (“2024 Unsecured Term Loan”) and an aggregate of $800.0 million of mortgage notes collateralized by Santa Monica Business Park and the 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties that bear interest at variable rates, which have all been hedged with interest rate swaps to fix SOFR for all or a portion of the applicable debt term.
At December 31, 2024, our outstanding variable rate debt totaled $2.1 billion, of which $900.0 million was subject to interest rate swaps. At December 31, 2024, the weighted-average stated interest rate on our variable rate debt, including the effect of the interest rate swaps, was 4.15% per annum.
At December 31, 2025, our outstanding variable rate debt totaled approximately $2.3 billion, of which $900.0 million was subject to interest rate swaps. At December 31, 2025, the weighted-average stated interest rate on our variable rate debt, including the effect of the interest rate swaps, was 4.98% per annum.
The remaining approximately $2.1 billion of outstanding indebtedness bore interest at variable rates, including approximately $800.0 million of unsecured term loans, $500.0 million of unsecured commercial paper borrowings and approximately $800.0 million of secured debt.
The remaining approximately $2.3 billion of outstanding indebtedness bore interest at variable rates, including approximately $800.0 million of unsecured term loans, $750.0 million of borrowings under the Commercial Paper Program and approximately $800.0 million of secured debt.
Liquidity and Capital Resources General Our principal liquidity needs for the next twelve months and beyond are to: • fund normal recurring expenses; • meet debt service and principal repayment obligations and balloon payments on maturing debt, including: • $700.0 million of principal outstanding on the 2023 Unsecured Term Loan due May 16, 2025, • $100.0 million of principal outstanding on the 2024 Unsecured Term Loan due September 26, 2025, for which we have three, one-year extension options, subject to customary conditions, • $1.0 billion of 3.650% unsecured senior notes due February 1, 2026, and • amounts that become due under BPLP’s unsecured commercial paper program • fund capital calls from our unconsolidated joint venture investments to fund development costs, capital improvements, leasing costs and debt principal repayment; • fund development and redevelopment costs; 74 Table of Contents • fund capital expenditures, including major renovations, tenant improvements and leasing costs; • fund possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests; and • make the minimum distribution required to enable BXP to maintain its REIT qualification under the Internal Revenue Code of 1986, as amended.
Liquidity and Capital Resources General Our principal liquidity needs for the next twelve months and beyond are to: • fund normal recurring expenses; • meet debt service and principal repayment obligations on maturing debt, including: • $100.0 million of principal outstanding on the 2024 Unsecured Term Loan due September 26, 2026, for which we have two, one-year extension options, subject to customary conditions; • $1.0 billion of 2.750% unsecured senior notes due October 1, 2026; and • amounts that become due under the Commercial Paper Program; 72 Table of Contents • fund capital calls from our unconsolidated joint venture investments to fund development costs, capital improvements, leasing costs and debt principal repayment; • fund mezzanine debt obligations; • fund development and redevelopment costs; • fund capital expenditures, including major renovations, tenant improvements and leasing costs; • fund possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests; and • make the minimum distribution required to enable BXP to maintain its REIT qualification under the Code.
On December 7, 2023, BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028.
(11) The mortgage loan bears interest at a variable rate of Daily Compounded SOFR+2.25% per annum. BPLP entered into three interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028.
Real Estate Operating Expenses Real estate operating expenses from the Same Property Portfolio increased by approximately $55.7 million, or 4.9%, for the year ended December 31, 2024 compared to 2023, due primarily to increases in (1) repairs and maintenance of approximately $18.3 million, or 9.9%, (2) utilities of approximately $11.0 million, or 9.8%, and (3) other real estate operating expenses of approximately $16.0 million, or 1.9%.
Real Estate Operating Expenses Real estate operating expenses from the Same Property Portfolio increased by approximately $39.5 million, or 3.3%, for the year ended December 31, 2025 compared to 2024, due primarily to increases in (1) repairs and maintenance of approximately $18.7 million, or 9.2%, (2) utilities of approximately $17.8 million, or 14.1%, and (3) other real estate operating expenses of approximately $3.0 million, or 0.3%.
These costs are not included in the general and administrative expenses discussed above. Transaction Costs Transaction costs decreased by approximately $2.7 million for the year ended December 31, 2024 compared to 2023. In general, transaction costs relate to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.
These costs are not included in the general and administrative expenses discussed above. Transaction Costs Transaction costs increased by approximately $1.1 million for the year ended December 31, 2025 compared to 2024. In general, transaction costs relating to the formation of new joint ventures and the pursuit of other transactions are expensed as incurred.
Year ended December 31, 2024 2023 2022 shares/units (in thousands) Basic Funds from Operations 175,390 174,796 174,360 Effect of Dilutive Securities: Stock based compensation 325 338 411 Diluted Funds from Operations 175,715 175,134 174,771 Material Cash Commitments As of December 31, 2024, we were subject to contractual payment obligations, excluding our unconsolidated joint ventures commitments.
Year ended December 31, 2025 2024 2023 shares/units (in thousands) Basic Funds from Operations 175,858 175,390 174,796 Effect of Dilutive Securities: Stock based compensation 539 325 338 Diluted Funds from Operations 176,397 175,715 175,134 91 Table of Contents Material Cash Commitments As of December 31, 2025, we were subject to contractual payment obligations, excluding our unconsolidated joint ventures commitments.
Unrealized Gain on Non-Real Estate Investments We invest in non-real estate investments, which are primarily environmentally-focused investment funds. As a result, during the years ended December 31, 2024 and 2023, we recognized an unrealized gain of approximately $0.5 million and $0.2 million, respectively, due to the observable changes in the fair value of the investments.
Unrealized Gain (Loss) on Non-Real Estate Investments We invest in non-real estate investments, which primarily consist of environmentally-focused investment funds. During the years ended December 31, 2025 and 2024, we recognized an unrealized gain (loss) of approximately $(0.3) million and $0.5 million, respectively, due to the observable changes in the fair value of the investments.
During the year ended December 31, 2024, we paid approximately $377.3 million to fund client-related obligations, including tenant improvements and leasing commissions.
During the year ended December 31, 2025, we paid approximately $461.4 million to fund client-related obligations, including tenant improvements and leasing commissions.
If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately $21.0 million, on an annualized basis, for the year ended December 31, 2024.
If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately $23.4 million for the year ended December 31, 2025.
These transactions were accounted for as asset acquisitions, and the purchase price was allocated based on the relative fair values of the assets acquired and liabilities assumed (See Note 3 to the Consolidated Financial Statements).
This transaction was accounted for as an asset acquisition, and the purchase price was allocated based on the relative fair values of the assets acquired and liabilities assumed (See Note 3 to the Consolidated Financial Statements).
(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 65. Residential Net Operating Income for the year ended December 31, 2024 and 2023 is comprised of Residential Revenue of $49,508 and $47,592 less Residential Expenses of $23,472 and $23,250, respectively.
(2) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 60. Residential Net Operating Income for the year ended December 31, 2025 and 2024 is comprised of Residential Revenue of $50,543 and $49,508 less Residential Expenses of $26,188 and $23,472, respectively.
The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in Term SOFR rate to a cap of 5.00% per annum on a notional amount of $220.0 million through January 15, 2026.
(3) The loan includes certain extension options, subject to certain conditions. 85 Table of Contents (4) The joint venture entered into an interest rate cap agreement with a financial institution to limit its exposure to increases in Term SOFR rate to a cap of 5.00% per annum on a notional amount of $220.0 million through January 15, 2026.
As of December 31, 2024, the net carrying amounts of our investments in unconsolidated joint ventures was approximately $1.1 billion, which includes investments with deficit balances aggregating approximately $33.5 million included within Other Liabilities in our Consolidated Balance Sheets.
Unconsolidated Joint Ventures As of December 31, 2025, the net carrying amounts of our investments in unconsolidated joint ventures was approximately $983.7 million, which includes investments with deficit balances aggregating approximately $15.6 million included within Other Liabilities in our Consolidated Balance Sheets.
The following table reconciles GAAP net income attributable to BXP, Inc. to taxable income: For the year ended December 31, 2024 2023 2022 (in thousands) Net income attributable to BXP, Inc. $ 14,272 $ 190,215 $ 848,947 Straight-line rent and net “above-” and “below-market” rent adjustments (81,883) (97,163) (88,487) Book/Tax differences from depreciation and amortization 183,353 208,872 172,558 Book/Tax differences from interest expense 16,321 125 — Book/Tax differences on gains/(losses) from capital transactions 302,062 359,063 (273,345) Book/Tax differences from stock-based compensation 44,480 51,511 42,510 Tangible Property Regulations (43,549) (165,033) (112,355) Other book/tax differences, net 89,834 84,985 51,490 Taxable income $ 524,890 $ 632,575 $ 641,318 BPLP The net difference between the tax basis and the reported amounts of BPLP’s assets and liabilities was approximately $2.7 billion and $3.0 billion as of December 31, 2024 and 2023, respectively, which was primarily related to the difference in basis of contributed property and accrued rental income.
The following table reconciles GAAP net income attributable to BXP, Inc. to taxable income: For the year ended December 31, 2025 2024 2023 (in thousands) Net income attributable to BXP, Inc. $ 276,800 $ 14,272 $ 190,215 Straight-line rent and net “above-” and “below-market” rent adjustments (91,180) (81,883) (97,163) Book/Tax differences from depreciation and amortization 159,300 183,353 208,872 Book/Tax differences from interest expense 2,202 16,321 125 Book/Tax differences on gains/(losses) from capital transactions 223,542 302,062 359,063 Book/Tax differences from stock-based compensation 49,154 44,480 51,511 Tangible Property Regulations (97,695) (43,549) (165,033) Other book/tax differences, net 77,922 89,834 84,985 Taxable income $ 600,045 $ 524,890 $ 632,575 BPLP The net difference between the tax basis and the reported amounts of BPLP’s assets and liabilities was approximately $1.7 billion and $2.7 billion as of December 31, 2025 and 2024, respectively, which was primarily related to the difference in basis of contributed property and accrued rental income.
We believe that there is a low likelihood that these counterparties will fail to meet their obligations and we minimize our exposure by limiting counterparties to major banks who meet established credit and capital guidelines.
We believe that there is a low likelihood that these counterparties will fail to meet their obligations and we minimize our exposure by limiting counterparties to major banks who meet established credit and capital guidelines. There can be no assurance that we will adequately protect against the foregoing risks.
Depending on then-current interest rates, 77 Table of Contents the overall conditions in the public and private debt and equity markets, and our existing and expected leverage at the time, we may decide to access one or more of these capital sources.
Depending on then-current interest rates, the overall conditions in the public and private debt and equity markets, and our existing and expected leverage at the time, we may decide to access one or more of these capital sources. Doing so may result in greater cash and cash equivalents pending our use of the proceeds.
(2) Includes long-term incentive plan units (including 2012 OPP Units and 2013 - 2021 MYLTIP Units but excluding the 2022 - 2024 MYLTIP Units because the three-year performance periods had not ended as of December 31, 2024). (3) See page 88 for additional information. (4) See page 86 for additional information.
(2) Includes long-term incentive plan units (including 2012 OPP Units and 2013 - 2022 MYLTIP Units but excludes the 2023 - 2025 MYLTIP Units and 2025 OPP Units because the performance periods had not ended as of December 31, 2025). (3) See page 85 for additional information. (4) See page 83 for additional information.
We use BPLP’s 2021 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness, fund short-term development costs and for working capital. We also use BPLP’s 2021 Credit Facility to backstop BPLP’s commercial paper program.
We draw on multiple financing sources to fund our long-term capital needs. We use BPLP’s 2025 Credit Facility primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness, fund short-term development costs and for working capital. We also use BPLP’s 2025 Credit Facility to backstop the Commercial Paper Program.
General and Administrative Expense General and administrative expense decreased by approximately $10.2 million for the year ended December 31, 2024 compared to 2023 primarily due to decreases in compensation expense and other general and administrative expenses of approximately $10.1 million and $0.1 million, respectively.
General and Administrative Expense General and administrative expense increased by approximately $8.8 million for the year ended December 31, 2025 compared to 2024 primarily due to increases in compensation expense and other general and administrative expenses of approximately $7.0 million and $1.8 million, respectively.
The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the year ended December 31, 2024 and 2023. 2024 2023 Change (%) Occupancy 77.2 % 72.8 % 6.0 % Average daily rate $ 331.41 $ 326.18 1.6 % REVPAR $ 255.73 $ 237.44 7.7 % Other Operating Revenue and Expense Items Development and Management Services Revenue Development and management services revenue decreased by approximately $12.8 million for the year ended December 31, 2024 compared to 2023.
The following reflects our occupancy and rate information for the Boston Marriott Cambridge hotel for the year ended December 31, 2025 and 2024. 2025 2024 Change (%) Occupancy 78.7 % 77.2 % 1.9 % Average daily rate $ 322.45 $ 331.41 (2.7) % REVPAR $ 253.92 $ 255.73 (0.7) % Other Operating Revenue and Expense Items Development and Management Services Revenue Development and management services revenue increased by approximately $8.5 million for the year ended December 31, 2025 compared to 2024.
The acquisition was completed with available cash. Following the acquisition, we commenced redevelopment of the property. (2) Construction in progress for the year ended December 31, 2024 included ongoing expenditures associated with 760 Boylston Street, 180 CityPoint, 103 CityPoint and 300 Binney Street, which were fully placed in-service during the year ended December 31, 2024.
Construction in progress for the year ended December 31, 2024 included ongoing expenditures associated with 760 Boylston Street, 180 CityPoint, 103 CityPoint and 300 Binney Street, which were fully placed in-service during the year ended December 31, 2024.
Net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership decreased by approximately $175.9 million and $196.3 million, respectively, for the year ended December 31, 2024 compared to 2023, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the year ended December 31, 2024 to the year ended December 31, 2023” within “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations .” The following are reconciliations of Net Income Attributable to BXP, Inc. to Net Operating Income and Net Income Attributable to Boston Properties Limited Partnership to Net Operating Income for the years ended December 31, 2024 and 2023.
Net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership increased by approximately $262.5 million and $297.6 million, respectively, for the year ended December 31, 2025 compared to 2024, as set forth in the following tables and for the reasons discussed below under the heading “ Comparison of the year ended December 31, 2025 to the year ended December 31, 2024” within “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following are reconciliations of (1) Net Income Attributable to BXP, Inc. to NOI and (2) Net Income Attributable to Boston Properties Limited Partnership to NOI for the years ended December 31, 2025 and 2024.
We expect to satisfy these needs using one or more of the following: • cash flow from operations; • distribution of cash flows from joint ventures; • cash and cash equivalent balances; • borrowings under BPLP’s 2021 Credit Facility, unsecured term loans, short-term bridge facilities and construction loans; • long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness); • sales of real estate and interests in joint ventures owning real estate; • private equity sources, including institutional investors; and • issuances of BXP equity securities and/or preferred or common units of partnership interests in BPLP.
We expect to satisfy these needs using one or more of the following: • cash flow from operations; • distributions of cash flows from joint ventures; • cash and cash equivalent balances; • borrowings under BPLP’s Revolving Facility, unsecured term loans, short-term bridge facilities and construction loans (which may require guarantees by BPLP); • proceeds from the sales of real estate and interests in joint ventures owning real estate, including proceeds generated from BXP’s asset sales program; • long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness); • private equity sources, including institutional investors; • third-party fees generated by our property management, leasing, development and construction businesses; and • issuances of BXP equity securities and/or preferred or common units of partnership interests in BPLP.
Hotel Net Operating Income for the year ended December 31, 2024 and 2023 is comprised of Hotel Revenue of $51,224 and $47,357 less Hotel Expenses of $35,288 and $32,225, respectively, per the Consolidated Statements of Operations. 66 Table of Contents Same Property Portfolio Lease Revenue (Excluding Termination Income) Lease revenue (excluding termination income) from the Same Property Portfolio decreased by approximately $21.6 million for the year ended December 31, 2024 compared to 2023.
Hotel Net Operating Income for the year ended December 31, 2025 and 2024 is comprised of Hotel Revenue of $49,996 and $51,224 less Hotel Expenses of $35,599 and $35,288, respectively, per the Consolidated Statements of Operations. 64 Table of Contents Same Property Portfolio Lease Revenue (Excluding Termination Income) Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $43.5 million for the year ended December 31, 2025 compared to 2024.
BXP Depreciation and amortization expense increased by approximately $56.4 million for the year ended December 31, 2024 compared to 2023, as detailed below.
Depreciation and Amortization Expense Depreciation and amortization expense increased by approximately $24.9 million for the year ended December 31, 2025 compared to 2024, for BXP and BPLP, as detailed below (in thousands).
The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in the gains on sales of real estate when those properties are sold.
The difference between the real estate assets of BXP as compared to BPLP for certain properties having an allocation of the real estate step-up will result in a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties.
The Same Property Portfolio therefore excludes properties acquired, placed in-service or in or held for development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. 64 Table of Contents NOI is a non-GAAP financial measure equal to net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, impairment loss, losses from interest rate contracts, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain on non-real estate investments, gains from investments in securities, interest and other income (loss), gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.
NOI is a non-GAAP financial measure equal to net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, loss from early extinguishment of debt, impairment losses, loss on sales-type lease, loss from unconsolidated joint ventures, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investments, gains from investments in securities, interest and other income (loss), gains on sales of real estate, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue.
In addition, during the year ended December 31, 2024, we and our unconsolidated joint venture partners incurred approximately $534.1 million of new client-related obligations associated with approximately 5.3 million square feet of second generation leases, or approximately $100 per square foot. In addition, we signed leases for approximately 286,600 square feet of first generation leases.
In addition, during the year ended December 31, 2025, we and our unconsolidated joint venture partners incurred approximately $529.8 million of new tenant-related obligations associated with approximately 4.6 million square feet of second generation leases, or approximately $116 per square foot. In addition, we signed leases for approximately 1.0 million square feet of first generation leases.
Our primary market risk results from our indebtedness, which bears interest at fixed and variable rates. The fair value of our debt obligations are affected by changes in the market interest rates. We manage our market risk by matching long-term leases with long-term, fixed-rate, non-recourse debt of similar duration.
Our primary market risk results from our indebtedness, which bears interest at fixed and variable rates. The fair value of our debt obligations are affected by changes in the market interest rates.
Depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of limited partnership interest of BPLP (“OP Units”). This accounting resulted in a step-up of the real estate assets at BXP that was allocated to certain properties.
Gains on sales of real estate, impairment losses and depreciation expense may differ between BXP and BPLP as a result of previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of limited partnership interest of BPLP (“OP Units”).
We have the sole obligation to construct an underground electrical vault for an estimated gross cost of $183.9 million. We have entered into a contract to sell the electrical vault to a third party for a fixed price of $84.1 million upon completion. The net investment of $99.8 million will be included in our outside basis in 290 Binney Street.
We have entered into a contract to sell the electrical vault to a third-party for a fixed price of $84.1 million upon completion. The net investment of $99.8 million will be included in our outside basis in 290 Binney Street. We have invested $125.0 million for the vault as of December 31, 2025.
Cash and cash equivalents and cash held in escrows aggregated approximately $1.3 billion and $1.6 billion at December 31, 2024 and 2023, respectively, representing a decrease of approximately $0.3 billion.
Cash and cash equivalents and cash held in escrows aggregated approximately $1.6 billion and $1.3 billion at December 31, 2025 and 2024, respectively, representing an increase of approximately $222.1 million.
Material adverse changes in one or more sources of capital may adversely affect our net cash flows and our ability to repay or refinance existing indebtedness as it matures. As of December 31, 2024, we had seven properties under development or redevelopment.
A material adverse change in one or more sources of capital may adversely affect our net cash flows and our ability to repay or refinance existing indebtedness as it matures.
Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $1.2 billion available under BPLP’s 2021 Credit Facility and our available cash, as of February 21, 2025, are sufficient to fund our remaining capital needs on existing development and redevelopment projects, fund acquisitions, repay our maturing indebtedness when due (if not refinanced or extended), satisfy our REIT distribution requirements and still allow us to act opportunistically on attractive investment opportunities.
Our liquidity and capital resources depend on a wide range of factors, and we believe that our access to capital and our strong liquidity, including the approximately $1.5 billion available under BPLP’s Revolving Facility (after deducting the $750.0 million being used as a backstop for the Commercial Paper Program) as of February 20, 2026, and our available cash are sufficient to fund our near term capital needs on existing development and redevelopment projects, repay our maturing indebtedness when due (if not refinanced or extended), satisfy our REIT distribution requirements (see “ REIT Tax Distribution Considerations ” below) and still allow us to act opportunistically on attractive investment opportunities.
Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and maintenance and repositioning capital expenditures.
Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and maintenance and repositioning capital expenditures. Cash is provided by investing activities from sales of real estate and net proceeds from notes receivables.
At February 21, 2025, BPLP had an aggregate of $500.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.64% per annum and had a weighted-average maturity of 46 days, from the issuance date.
At 82 Table of Contents February 20, 2026, BPLP had an aggregate of $750.0 million of commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 3.93% per annum and had a weighted-average maturity of 44 days, from the date of issuance.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese include, but are not limited to: • the release, leak or disclosure of proprietary, confidential, sensitive or otherwise valuable information as a result of or in connection with our use of AI tools, • the incorporation of AI by our clients, vendors, contractors and other third-parties into their products or services, with or without our knowledge, in a manner that could give rise to issues pertaining to data privacy, information security and intellectual property considerations, and • the evolving legal regulations relating to AI, which may require significant resources to modify and maintain business practices to comply with applicable law or otherwise result in legal or regulatory action or create additional liabilities, the nature of which cannot be determined at this time.
Biggest changeThese include, but are not limited to: • the release, leak or disclosure of proprietary, confidential, sensitive or otherwise valuable information as a result of or in connection with our use of AI tools; • the incorporation of AI by our workforce (even when used in accordance with our guidelines) and our clients, vendors, contractors and other third-parties into their products or services, with or without our knowledge, in a manner that could give rise to allegations, legal claims and other issues pertaining to data privacy, information security, proprietary information and intellectual property considerations; • the production of incomplete, inaccurate or otherwise flawed outputs, some of which may be difficult to detect, and the reliance on such outputs which could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, legal liability, errors in our decision-making, process development or other business activities or otherwise have a negative impact on us; and • the evolving legal regulations relating to AI, which may require significant resources to modify and maintain business practices to comply with applicable law or otherwise result in legal or regulatory action or create additional liabilities, the nature of which cannot be determined at this time.
If we fail to structure any such acquisition properly, BXP could fail to qualify as a REIT. In addition, acquisitions of first mortgage or mezzanine loans subject us to the risks associated with the borrower’s default, including potential bankruptcy, and there may be significant delays and costs associated with the process of foreclosure on collateral securing or supporting these investments.
If we fail to properly structure any such acquisition, BXP could fail to qualify as a REIT. In addition, acquisitions of first mortgage or mezzanine loans subject us to the risks associated with the borrower’s default, including potential bankruptcy, and there may be significant delays and costs associated with the process of foreclosure on collateral securing or supporting these investments.
Public health crises such as pandemics or similar outbreaks could adversely impact our business. The full extent to which any future pandemic or similar outbreak may impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted.
Public health crises such as pandemics and similar outbreaks could adversely impact our business. The full extent to which any future pandemic or similar outbreak may impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted.
Stock Ownership Limit To facilitate maintenance of BXP’s qualification as a REIT and to otherwise address concerns relating to concentration of stock ownership, BXP’s charter generally prohibits ownership, directly, indirectly or beneficially, by any single stockholder of more than 6.6% of the number of outstanding shares of any class or series of its common stock.
Stock Ownership Limit To facilitate maintenance of BXP’s qualification as a REIT and to otherwise address concerns relating to concentration of stock ownership, BXP’s charter generally prohibits the ownership, directly, indirectly or beneficially, by any single stockholder of more than 6.6% of the number of outstanding shares of any class or series of its common stock.
We refer to this limitation as the “ownership limit.” BXP’s Board of Directors may waive, in its sole discretion, or modify the ownership limit with respect to one or more persons if it is satisfied that ownership in excess of this limit will not jeopardize BXP’s status as a REIT for federal income tax purposes.
We refer to this limitation as the “ownership limit.” BXP’s Board of Directors may, in its sole discretion, waive or modify the ownership limit with respect to one or more persons if it is satisfied that ownership in excess of this limit will not jeopardize BXP’s status as a REIT for federal income tax purposes.
Any one or more of the foregoing could: • reduce our cash flows, • adversely impact our ability to finance, refinance or sell a property, • adversely impact our ability to continue paying distributions to our securityholders at current levels, or at all, and • result in additional legal and other costs to enforce our rights, collect rent and/or re-lease the space occupied by the distressed client; • the degree to which our clients’ businesses are negatively impacted could require us to write-off a client’s accrued rent balance and this could have a material adverse effect on our results of operations and liquidity; • new laws, governmental policies, and similar actions, including legal restrictions on prosecutions, could adversely impact public safety and thereby adversely affect (1) the desirability of clients to lease space in our properties or markets, and (2) businesses’ office re-population plans; • the impact of a pandemic could result in an event or change in circumstances that results in an impairment in the value of our properties or our investments in unconsolidated joint ventures, and any such impairment could have a material adverse effect on our results of operations in the periods in which the charge is taken; • we may be unable to restructure or amend leases with certain of our clients on terms favorable to us or at all; • the impact and validity of interpretations of lease provisions and applicable laws related to claims by clients regarding their obligations to pay rent as a result of a pandemic, and any adverse court rulings or decisions interpreting these provisions and laws, could have a material adverse effect on our results of operations and liquidity; • the impact of governmental and business travel limitations and restrictions could result in temporary or sustained periods of decreased demand for hotel stays at our hotel property; • the extent of labor shortages, disruptions in the supply chains, inflation impacting costs of materials, delays in permitting or inspections, and other factors could result in our failure to meet the development milestones set forth in any applicable lease agreement, which could provide the client the right to terminate its lease or entitle the client to monetary damages, delay the commencement or completion of construction and our anticipated lease-up plans for a development/redevelopment project or our overall development pipeline, including recognizing revenue for new leases, that may cause returns on investment to be less than projected, and/or increase the costs of construction of new or existing projects, any of which could adversely affect our investment returns, profitability and/or our future growth; and • the potential that business interruption, loss of rental income and/or other associated expenses related to our operations will not be covered in whole or in part by our insurance policies, which may increase unreimbursed liabilities.
Any one or more of the foregoing could: • reduce our cash flows, • adversely impact our ability to finance, refinance or sell a property, • adversely impact our ability to continue paying distributions to our securityholders at current levels, or at all, and • result in additional legal and other costs to enforce our rights, collect rent and/or re-lease the space occupied by the distressed client; • the degree to which our clients’ businesses are negatively impacted could require us to write-off a client’s accrued rent balance and this could have a material adverse effect on our results of operations and liquidity; • new laws, governmental policies, and similar actions, including legal restrictions on prosecutions, could adversely impact public safety and thereby adversely affect (1) the desirability of clients to lease space in our properties or markets, and (2) businesses’ office re-population plans; • the impact of a pandemic could result in an event or change in circumstances that results in an impairment in the value of our properties or our investments in unconsolidated joint ventures, and any such impairment could have a material adverse effect on our results of operations in the periods in which the charge is taken; • we may be unable to restructure or amend leases with certain of our clients on terms favorable to us or at all; • the impact and validity of interpretations of lease provisions and applicable laws related to claims by clients regarding their obligations to pay rent as a result of a pandemic, and any adverse court rulings or decisions interpreting these provisions and laws, could have a material adverse effect on our results of operations and liquidity; • the impact of governmental and business travel limitations and restrictions could result in temporary or sustained periods of decreased demand for stays at our hotel property; • the extent of labor shortages, disruptions in the supply chains, inflation impacting costs of materials, delays in permitting or inspections, and other factors could result in our failure to meet the development milestones set forth in any applicable lease agreement, which could provide the client the right to terminate its lease or entitle the client to monetary damages, delay the commencement or completion of 30 Table of Contents construction and our anticipated lease-up plans for a development/redevelopment project or our overall development pipeline, including recognizing revenue for new leases, that may cause returns on investment to be less than projected, and/or increase the costs of construction of new or existing projects, any of which could adversely affect our investment returns, profitability and/or our future growth; and • the potential that business interruption, loss of rental income and/or other associated expenses related to our operations will not be covered in whole or in part by our insurance policies, which may increase unreimbursed liabilities.
However, a security breach, incident, compromise or other significant disruption involving our IT networks and related systems could: • disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our clients; • result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines; • result in our inability to properly monitor our compliance with the rules and regulations regarding BXP’s qualification as a REIT; • result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage and claims or threats by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; • result in our inability to maintain the building systems relied upon by our clients for the efficient use of their leased space; • require significant management attention and resources to remedy any damages that result; • subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements or subject us to litigation and regulatory investigations and related fines and penalties; • be uninsured or exceed policy limits, increase operating costs, including insurance expenses, or make future cyber risk coverage unavailable on commercially reasonable terms ; and 29 Table of Contents • damage our reputation among our clients and investors generally.
However, a security breach, incident, compromise or other significant disruption involving our IT networks and related systems could: • disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our clients; • result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines; • result in our inability to properly monitor our compliance with the rules and regulations regarding BXP’s qualification as a REIT; 28 Table of Contents • result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage and claims or threats by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; • result in our inability to maintain the building systems relied upon by our clients for the efficient use of their leased space; • require significant management attention and resources to remedy any damages that result; • subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements or subject us to litigation and regulatory investigations and related fines and penalties; • be uninsured or exceed policy limits, increase operating costs, including insurance expenses, or make future cyber risk coverage unavailable on commercially reasonable terms ; and • damage our reputation among our clients and investors generally.
Making these loans subjects us to the following risks, each of which could have a material adverse effect on our cash flow, results of operations and/or financial condition: • the third party may be unable to make full and timely payments of interest and principal on the loan when due; • if the third-party buyer to whom we provide seller financing does not manage the property well, or the property otherwise fails to meet financial projections, performs poorly or declines in value, then the buyer may not have the funds or ability to raise new debt with which to make required payments of interest and principal to us; • if we loan funds to a joint venture, and the joint venture is unable to make required payments of interest or principal, or both, or there are disagreements with respect to the repayment of the loan or other matters, then we could have a resulting dispute with our partner(s), and such a dispute could harm our relationship(s) with our partner(s) and cause delays in developing or selling the property or the failure to properly manage the property; and 24 Table of Contents • if we loan funds to a joint venture and the joint venture is unable to make required payments of interest and principal, or both, then we may exercise remedies available to us in the joint venture agreement that could allow us to increase our ownership interest or our control over major decisions, or both, which could result in an unconsolidated joint venture becoming consolidated with our financial statement; doing so could require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.
Making these loans subjects us to the following risks, each of which could have a material adverse effect on our cash flow, results of operations and/or financial condition: • the third party may be unable to make full and timely payments of interest and principal on the loan when due; • if the third-party buyer to whom we provide seller financing does not manage the property well, or the property otherwise fails to meet financial projections, performs poorly or declines in value, then the buyer 23 Table of Contents may not have the funds or ability to raise new debt with which to make required payments of interest and principal to us; • if we loan funds to a joint venture, and the joint venture is unable to make required payments of interest or principal, or both, or there are disagreements with respect to the repayment of the loan or other matters, then we could have a resulting dispute with our partner(s), and such a dispute could harm our relationship(s) with our partner(s) and cause delays in developing or selling the property or the failure to properly manage the property; and • if we loan funds to a joint venture and the joint venture is unable to make required payments of interest and principal, or both, then we may exercise remedies available to us in the joint venture agreement that could allow us to increase our ownership interest or our control over major decisions, or both, which could result in an unconsolidated joint venture becoming consolidated with our financial statement; doing so could require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.
Investments in international markets may also subject us to risks associated with funding increasing headcount, integrating new offices, and establishing effective controls and procedures to regulate the operations of new offices and to monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, such as the U.K.
Investments in international markets may also subject us to risks associated with funding increasing headcount, integrating new offices, and establishing effective controls and procedures to regulate the operations of new offices and to monitor compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act and similar foreign laws and regulations, such as the U.K. Bribery Act.
Our current and future development and construction activities may be exposed to the following risks: • we may be unable to proceed with the development of properties because we cannot obtain financing on favorable terms or at all; 22 Table of Contents • we may incur construction costs for a development project that exceed our original estimates due to increased materials, labor, leasing or other costs, increases in interest rates, or supply chain disruptions, any of which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs; • we may be unable to obtain, or face delays in obtaining, required zoning, land-use, building, occupancy, and other governmental permits and authorizations, which could result in increased costs and could require us to abandon our activities entirely with respect to a project; • we may abandon development opportunities after we begin to explore them and, as a result, we may lose deposits or fail to recover expenses already incurred; • we may expend funds on and devote management’s time to projects that we do not complete; • we may be unable to complete construction and/or leasing of a property on schedule or at all; and • we may suspend development projects after construction has begun due to changes in economic conditions or other factors, and this may result in the write-off of costs, payment of additional costs or increases in overall costs when the development project is restarted.
Our current and future development and construction activities may be exposed to the following risks: • we may be unable to proceed with the development of properties because we cannot obtain financing on favorable terms or at all; • we may incur construction costs for a development project that exceed our original estimates due to increased materials, labor, leasing or other costs, increases in interest rates, or supply chain disruptions, any of which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs; • we may be unable to obtain, or face delays in obtaining, required zoning, land-use, building, occupancy, and other governmental permits and authorizations, which could result in increased costs and could require us to abandon our activities entirely with respect to a project; • we may abandon development opportunities after we begin to explore them and, as a result, we may lose deposits or fail to recover expenses already incurred; • we may expend funds on and devote management’s time to projects that we do not complete; • we may be unable to complete construction and/or leasing of a property on schedule or at all; and • we may suspend development projects after construction has begun due to changes in economic conditions or other factors, and this may result in the write-off of costs, payment of additional costs or increases in overall costs when the development project is restarted.
For example, in our Washington, DC market, we focus on leasing our properties to governmental contractors and legal firms. In our West Coast market, our leasing is focused on clients in the technology and media industries, as well as legal firms. In addition, in our New York market, we have historically leased properties to financial, legal and other professional firms.
For example, in our Washington, DC market, we focus on leasing our properties to governmental contractors and legal firms. In our West Coast markets, our leasing is focused on clients in the technology and media industries, as well as legal firms. In addition, in our New York market, we have historically leased properties to financial, legal and other professional firms.
Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases, are designed not be detected and, in fact, may not be detected.
Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases, are designed not to be detected and, in fact, may not be detected.
If these limited partners would not receive such consideration, we cannot engage in the transaction unless limited partners holding at least 75% of the common units of limited partnership interest, other than those held by BXP or its affiliates, consent to the transaction.
If these limited partners would not receive such consideration, then we cannot engage in the transaction unless limited partners holding at least 75% of the common units of limited partnership interest, other than those held by BXP or its affiliates, consent to the transaction.
Factors related to any public health crises that could have a material adverse effect on our results of operations and financial condition include: • changes made by companies in response to a pandemic that could lead to a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate, either of which could adversely affect the overall demand for workplaces in the regions in which we operate; • reduced economic activity and/or supply chain disruptions or delays in delivery of products, services or other materials necessary for our clients that impact our clients’ businesses, financial condition or liquidity may cause, one or more of our clients to be unable to meet their obligations to us, including their ability to make timely rental payments, in full or at all, or to otherwise seek modifications of such 30 Table of Contents obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy.
Factors related to any public health crises that could have a material adverse effect on our results of operations and financial condition include: • changes made by companies in response to a pandemic that could lead to a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate, either of which could adversely affect the overall demand for workplaces in the regions in which we operate; • reduced economic activity and/or supply chain disruptions or delays in delivery of products, services or other materials necessary for our clients that impact our clients’ businesses, financial condition or liquidity, may cause, one or more of our clients to be unable to meet their obligations to us, including their ability to make timely rental payments, in full or at all, or to otherwise seek modifications of such obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy.
We will also compete against condominiums and single-family homes that are for sale or rent. Because we have less experience with residential properties than with office and retail properties, we expect to retain third parties to manage our residential properties.
We will also compete against condominiums and single-family homes that are for sale or rent. Because we have less experience with residential properties than with office and retail properties, we retain third parties to manage our residential properties.
In connection with and subsequent to BXP’s initial public offering, we have completed many private placement transactions in which shares of stock of BXP or partnership interests in BPLP were issued to owners of properties we acquired or to institutional investors.
In connection with and subsequent to BXP’s initial public offering, we have completed private placement transactions in which shares of stock of BXP or partnership interests in BPLP were issued to owners of properties we acquired or to institutional investors.
Our operating and financial policies, including our policies with respect to acquisitions of real estate, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by BXP’s Board of Directors. Accordingly, our securityholders do not control these policies.
Our operating and financial policies, including our policies with respect to acquisitions and dispositions of real estate, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by BXP’s Board of Directors. Accordingly, our securityholders do not control these policies.
If BXP or any of its subsidiaries that are REITs fails to qualify as a REIT then, unless certain relief provisions apply, it will face serious tax consequences that will substantially reduce the funds available for payment of dividends for each of the years involved because: • BXP would not be allowed a deduction for dividends paid to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates; • BXP also could be subject to the federal alternative minimum tax for tax years ending before January 1, 2018 and possibly increased state and local taxes; and • unless BXP is entitled to relief under statutory provisions, BXP could not elect to be subject to tax as a REIT for four taxable years following the year during which it was disqualified.
If BXP or any of its subsidiaries that are REITs fails to qualify as a REIT then, unless certain relief provisions apply, it will face serious tax consequences that will substantially reduce the funds available for payment of dividends for each of the years involved because: • BXP would not be allowed a deduction for dividends paid to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates; 37 Table of Contents • BXP also could be subject to the federal alternative minimum tax for tax years ending before January 1, 2018 and possibly increased state and local taxes; and • unless BXP is entitled to relief under statutory provisions, BXP could not elect to be subject to tax as a REIT for four taxable years following the year during which it was disqualified.
Provisions in BXP’s charter and bylaws, BXP’s shareholder rights agreement and the limited partnership agreement of BPLP, as well as provisions of the Code and Delaware corporate law, may: • delay or prevent a change of control over BXP or a tender offer, even if such action might be beneficial to BXP’s stockholders; and • limit BXP’s stockholders’ opportunity to receive a potential premium for their shares of common stock over then-prevailing market prices.
Provisions in BXP’s charter and bylaws and the limited partnership agreement of BPLP, as well as provisions of the Code and Delaware corporate law, may: • delay or prevent a change of control over BXP or a tender offer, even if such action might be beneficial to BXP’s stockholders; and • limit BXP’s stockholders’ opportunity to receive a potential premium for their shares of common stock over then-prevailing market prices.
The following factors, among others, are common to the hotel industry, and may reduce the receipts generated by our hotel property: • our hotel property competes for guests with other hotels, a number of which may have greater marketing and financial resources than our hotel-operating business partners; • if there is an increase in operating costs resulting from inflation and other factors, our hotel-operating business partners may not be able to offset such increase by increasing room rates; • our hotel property is subject to the fluctuating and seasonal demands of business travelers and tourism; and 26 Table of Contents • our hotel property is subject to general and local economic and social conditions that may affect demand for travel in general, including fluctuations in consumer spending, public health concerns, war and terrorism.
The following factors, among others, are common to the hotel industry, and may reduce the receipts generated by our hotel property: • our hotel property competes for guests with other hotels, a number of which may have greater marketing and financial resources than our hotel-operating business partners; • if there is an increase in operating costs resulting from inflation and other factors, our hotel-operating business partners may not be able to offset such increase by increasing room rates; • our hotel property is subject to the fluctuating and seasonal demands of business travelers and tourism; and • our hotel property is subject to general and local economic and social conditions that may affect demand for travel in general, including fluctuations in consumer spending, public health concerns, war and terrorism.
Consequently, such holders of partnership interests in BPLP may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt.
Consequently, these holders of partnership interests in BPLP may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt.
In addition, because our hotel property is located in Cambridge, Massachusetts, it is subject to the Cambridge market’s fluctuations in demand, increases in operating costs and increased competition from additions in supply. Failure to comply with Federal Government contractor requirements could result in substantial costs and loss of substantial revenue. As of December 31, 2024, the U.S.
In addition, because our hotel property is located in Cambridge, Massachusetts, it is subject to the Cambridge market’s fluctuations in demand, increases in operating costs and increased competition from additions in supply. Failure to comply with Federal Government contractor requirements could result in substantial costs and loss of substantial revenue. As of December 31, 2025, the U.S.
With respect to any legal proceeding or other claim, there can be no assurance that we will be able to prevail, or achieve a favorable settlement or outcome, or that our insurance or the insurance and/or any contractual indemnities of our vendors, contractors, clients or other contractual parties will be enough to cover all of our defense costs or any resulting liabilities.
With respect to any legal proceeding or other claim, there can be no assurance that we will be able to prevail, or achieve a favorable settlement or outcome, or that our insurance or the insurance and/or any contractual indemnities of our vendors, contractors, clients or other contractual parties will be sufficient to cover all of our defense costs or any resulting liabilities.
BPLP’s Partnership Agreement BXP has agreed in the limited partnership agreement of BPLP not to engage in specified extraordinary transactions, including, among others, business combinations, unless limited partners of BPLP other than BXP receive, or have the opportunity to receive, either (1) the same consideration for their partnership interests as holders of BXP common stock in the transaction or (2) limited partnership units that, among other things, would entitle the holders, upon redemption of these units, to receive shares of common equity of a publicly traded company or the same consideration as holders of BXP common stock received in the transaction.
BPLP’s Partnership Agreement BXP has agreed in the limited partnership agreement of BPLP not to engage in specified extraordinary transactions, including, among others, business combinations, unless limited partners of BPLP other than BXP receive, or have the opportunity to receive, either (1) the same consideration for their partnership interests as 36 Table of Contents holders of BXP common stock in the transaction or (2) limited partnership units that, among other things, would entitle the holders, upon redemption of these units, to receive shares of common equity of a publicly traded company or the same consideration as holders of BXP common stock received in the transaction.
These tax protection and debt allocation agreements may restrict our ability to repay or refinance debt. As of December 31, 2024, we had one tax protection agreement that could restrict our ability to repay or finance debt. Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity and debt securities.
These tax protection and debt allocation agreements may restrict our ability to repay or refinance debt. As of December 31, 2025, we had one tax protection agreement that could restrict our ability to repay or finance debt. Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity and debt securities.
Any inability of our cash flows to cover our distribution requirements could have an adverse impact on our ability to raise short- and long-term debt or sell equity securities in order to fund distributions required to maintain BXP’s REIT status. 38 Table of Contents We may be subject to adverse legislative or regulatory tax changes that could negatively impact our financial condition.
Any inability of our cash flows to cover our distribution requirements could have an adverse impact on our ability to raise short- and long-term debt or sell equity securities in order to fund distributions required to maintain BXP’s REIT status. We may be subject to adverse legislative or regulatory tax changes that could negatively impact our financial condition.
These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends and distributions as a result of the following, among other potential consequences: • federal policy changes by the new presidential administration, such as the implementation of tariffs that could result in global supply chain disruptions and/or continued inflation, which could negatively impact 20 Table of Contents interest rates, potential changes to U.S. federal tax laws and budgetary changes related to government leases; • the financial condition of our clients may be adversely affected, which may result in client defaults under leases due to bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons; • significant job losses and/or a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate may occur, which could decrease overall demand for workplaces in the regions in which we operate and cause market rental rates and property values to be negatively impacted; • our inability to borrow on terms and conditions that we find acceptable, or at all, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, a dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • one or more lenders under our line of credit could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and • to the extent we enter into derivative financial instruments, one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends and distributions as a result of the following, among other potential consequences: 19 Table of Contents • federal policy changes, such as the implementation of tariffs that have resulted in, and may continue to result in, global supply chain disruptions and/or sustained inflation, could negatively impact interest rates, potential changes to U.S. federal tax laws and budgetary changes related to government leases; • the financial condition of our clients may be adversely affected, which may result in client defaults under leases due to bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons; • significant job losses and/or a sustained shift away from collective in-person work environments or relocations away from the markets in which we operate may occur, which could decrease overall demand for workplaces in the regions in which we operate and cause market rental rates and property values to be negatively impacted; • our inability to borrow on terms and conditions that we find acceptable, or at all, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, a dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • one or more lenders under our line of credit could refuse to fund their financing commitment to us or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and • one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
The following factors, among others, may adversely affect the income generated by our properties: • downturns in the national, regional and local economic conditions (particularly increases in unemployment); • changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models, which could decrease overall demand for workplaces and cause market rental rates and property values to be negatively impacted; 21 Table of Contents • competition from other office, life sciences, hotel, retail and residential buildings; • local real estate market conditions, such as oversupply or reduction in demand for office, life sciences, hotel, retail or residential space; • changes in interest rates and availability of financing; • vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space; • delays in completion of development and redevelopment projects due to supply chain disruptions and labor shortages; • increased costs to maintain, renovate and develop our properties related to inflation; • increased operating costs, including insurance expense, utilities, real estate taxes, state and local taxes and heightened security costs; • civil disturbances, earthquakes and other natural disasters or terrorist acts or acts of war which may result in uninsured or underinsured losses or decrease the desirability to our clients in impacted locations; • significant expenditures associated with each investment, such as debt service payments, real estate taxes (including reassessments and changes in tax laws), insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property; • declines in the financial condition of our clients and our ability to collect rents from our clients; and • decreases in the underlying value of our real estate.
The following factors, among others, may adversely affect the income generated by our properties: • downturns in the national, regional and local economic conditions (particularly increases in unemployment); • sustained changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models and/or changes from workforce reductions due to artificial intelligence, which could decrease overall demand for workplaces and negatively impact market rental rates and property values; • competition from other office, life sciences, hotel, retail and residential buildings; • local real estate market conditions, such as oversupply or reduction in demand for office, life sciences, hotel, retail or residential space; • changes in interest rates and availability of financing; • vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space; • delays in completion of development and redevelopment projects due to supply chain disruptions and labor shortages; • increased costs to maintain, renovate and develop our properties related to inflation; • increased operating costs, including insurance expense, utilities, real estate taxes, state and local taxes and heightened security costs; • civil disturbances, earthquakes and other natural disasters or terrorist acts or acts of war which may result in uninsured or underinsured losses or decrease the desirability of our properties to our clients in impacted locations; • significant expenditures associated with each investment, such as debt service payments, real estate taxes (including reassessments and changes in tax laws), insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property; • declines in the financial condition of our clients and our ability to collect rents from our clients; and • decreases in the underlying value of our real estate.
If there was a title defect related to any of these properties, or to any of the properties acquired at the time of the initial public offering of BXP, that is no longer covered by a title insurance policy, we could lose both our capital invested in and our anticipated profits from such property.
If there was a title defect related to any of these properties, or to any of the properties acquired at the time of the initial public offering of BXP, that is no 26 Table of Contents longer covered by a title insurance policy, we could lose both our capital invested in and our anticipated profits from such property.
Our economic performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our securityholders will be adversely affected.
Our economic performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our 20 Table of Contents securityholders will be adversely affected.
Certain of our loan and other agreements require us to comply with OFAC Requirements. We have established a compliance program whereby clients and others with whom we conduct business are checked against the OFAC list of Prohibited Persons prior to entering into any agreement and on a periodic basis thereafter.
Certain of our loan and other agreements require us to comply with OFAC Requirements. We have established a compliance program whereby 29 Table of Contents clients and others with whom we conduct business are checked against the OFAC list of Prohibited Persons prior to entering into any agreement and on a periodic basis thereafter.
For example, laws require that owners or operators of buildings containing asbestos: • properly manage and maintain the asbestos; • notify and train those who may come into contact with asbestos; and • undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.
For example, laws require that owners or operators of buildings containing asbestos: 31 Table of Contents • properly manage and maintain the asbestos; • notify and train those who may come into contact with asbestos; and • undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.
Even though these environmental assessments are conducted, there is still the risk that: 32 Table of Contents • the environmental assessments and updates did not identify or properly address all potential environmental liabilities; • a prior owner created a material environmental condition that is not known to us or the independent consultants preparing the assessments; • new environmental liabilities have developed since the environmental assessments were conducted; and • future uses or conditions such as changes in applicable environmental laws and regulations could result in environmental liability for us.
Even though these environmental assessments are conducted, there is still the risk that: • the environmental assessments and updates did not identify or properly address all potential environmental liabilities; • a prior owner created a material environmental condition that is not known to us or the independent consultants preparing the assessments; • new environmental liabilities have developed since the environmental assessments were conducted; and • future uses or conditions such as changes in applicable environmental laws and regulations could result in environmental liability for us.
With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.
With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if we experience a loss that 27 Table of Contents is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.
As a result of these provisions, a potential acquirer may be deterred from making an acquisition proposal, and BXP may be prohibited by contract from engaging in a proposed extraordinary transaction, including a proposed business combination, even though BXP stockholders approve of the transaction. 37 Table of Contents We may change our policies without obtaining the approval of our stockholders.
As a result of these provisions, a potential acquirer may be deterred from making an acquisition proposal, and BXP may be prohibited by contract from engaging in a proposed extraordinary transaction, including a proposed business combination, even though BXP stockholders approve of the transaction. We may change our policies without obtaining the approval of our stockholders.
Unknown liabilities with respect to acquired properties might include: 25 Table of Contents • liabilities for clean-up of undisclosed environmental contamination; • claims by clients, vendors or other persons against the former owners of the properties; • liabilities incurred in the ordinary course of business; and • claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Unknown liabilities with respect to acquired properties might include: • liabilities for clean-up of undisclosed environmental contamination; • claims by clients, vendors or other persons against the former owners of the properties; • liabilities incurred in the ordinary course of business; and • claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations. Any future international activities will be subject to special risks and we may not be able to effectively manage our international business.
We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations. 32 Table of Contents Any future international activities will be subject to special risks and we may not be able to effectively manage our international business.
In the case of residential properties, these risks include competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks.
In the case of residential properties, these risks include competition 22 Table of Contents for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks.
Our unsecured credit facility, unsecured debt securities and certain secured loans contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt, which we must maintain.
Our unsecured credit facility, unsecured debt securities and certain secured loans contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt to asset 33 Table of Contents ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt, which we must maintain.
These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our securityholders. General Risk Factors Changes in market conditions could adversely affect the market price of BXP’s common stock.
These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our securityholders. 38 Table of Contents General Risk Factors Changes in market conditions could adversely affect the market price of BXP’s common stock.
This acquisition structure has the effect, among others, of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and typically requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases.
Among other things, this acquisition structure has the effect of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and it typically requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases.
(2) Includes LTIP Units (including 2012 OPP Units and earned MYLTIP Units that were granted between 2013 - 2022), but excludes MYLTIP Units granted between 2023 and 2025 because the performance period for those awards has not yet ended.
(2) Includes LTIP Units (including 2012 OPP Units and earned MYLTIP Units that were granted between 2013 - 2023), but excludes 2025 OPP Units and MYLTIP Units granted between 2024 and 2026 because the performance period for those awards has not yet ended.
Government was one of our largest clients by square feet. We are subject to compliance with a wide variety of complex legal requirements because we are a Federal Government contractor. These laws regulate how we conduct business, require us to administer various compliance programs and require us to impose compliance responsibilities on some of our contractors.
Government was one of our clients and we are subject to compliance with a wide variety of complex legal requirements because we are a Federal Government contractor. These laws regulate how we conduct business, require us to administer various compliance programs and require us to impose compliance responsibilities on some of our contractors.
These agreements may hinder actions that BPLP may otherwise desire to take to repay or refinance guaranteed indebtedness because doing so would require BPLP to make payments to the prior owners if BPLP violates these agreements. 36 Table of Contents Limits on changes in control may discourage takeover attempts beneficial to stockholders.
These agreements may hinder actions that BPLP may otherwise desire to take to repay or refinance guaranteed indebtedness because doing so would require BPLP to make payments to the prior owners if BPLP violates these agreements. Limits on changes in control may discourage takeover attempts beneficial to stockholders.
Certain properties, including the General Motors Building located at 767 27 Table of Contents Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage.
Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage.
Such adverse economic and political conditions may include, among other issues, continued inflation, elevated interest rates, policy changes by the new presidential administration, prolonged labor market challenges impacting the recruitment and retention of talent, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control.
Such adverse economic and political conditions may include, among other issues, inflation, elevated interest rates, policy changes, prolonged labor market challenges impacting the recruitment and retention of talent, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control.
A reduction in spending by the Federal Government, sustained changes in space utilization due to remote work models, and/or a significant downturn in one or more of the foregoing sectors have resulted in, and could continue to result in, reduced demand for office space and adversely affect our results of operations.
A reduction in spending by the Federal Government, sustained changes in space utilization due to remote work models and/or changes from workforce reductions due to artificial intelligence, and/or a significant downturn in one or more of the foregoing sectors have resulted in, and could continue to result in, reduced demand for office space and adversely affect our results of operations.
An unfavorable resolution of any legal proceeding or other claim could have a material adverse effect on our financial condition or results from operations. Regardless of its outcome, legal proceedings and other claims may result in substantial costs and expenses and significantly divert the attention of our management.
An unfavorable resolution of any legal proceeding or other claim could have a material adverse effect on our financial condition or results from operations. Regardless of their outcome, legal proceedings and other claims may result in substantial costs and expenses and significantly divert 39 Table of Contents the attention of our management.
These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions. Acquired properties may expose us to unknown liability.
These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions. 24 Table of Contents Acquired properties may expose us to unknown liability.
We may invest cash balances in a variety of short-term investments that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. From time to time, these investments may include (either directly or indirectly): • direct obligations issued by the U.S. Treasury; • obligations issued or guaranteed by the U.S.
We face risks associated with short-term liquid investments. We may invest cash balances in a variety of short-term investments that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. From time to time, these investments may include (either directly or indirectly): • direct obligations issued by the U.S.
Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber attacks and intrusions and other events of varying degrees. To date, these events have not, individually or in the aggregate, materially affected our operations or business.
Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber attacks and intrusions and other events of varying degrees. To date, these events have not had, individually or in the aggregate, a material adverse effect on our operations or business.
Bribery Act. 33 Table of Contents We may be subject to risks from potential fluctuations in exchange rates between the U.S. dollar and the currencies of the other countries in which we invest.
We may be subject to risks from potential fluctuations in exchange rates between the U.S. dollar and the currencies of the other countries in which we invest.
As interest rates remain high, the interest costs on our unhedged variable rate debt have increased, which, if current rates are sustained or continue to increase, could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our securityholders.
As current interest rates remain higher than interest rates on our maturing debt, the interest costs on our debt have increased, which, if current rates are sustained or continue to increase, could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our securityholders.
Thomas, Linde, Ritchey and LaBelle are important to our success is that each has a national reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, joint venture partners and other investors. If we lost their services, our relationships with lenders, potential clients and industry personnel could diminish. Our Regional Managers also have strong reputations.
Among the reasons that Messrs. Thomas, Linde and LaBelle are important to our success is that each has a national reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, joint venture partners and other investors. If we lost their services, our relationships with lenders, potential clients and industry personnel could diminish.
Some holders of interests in BPLP could incur adverse tax consequences upon the sale of certain of our properties and on the repayment of related debt which differ from the tax consequences to BXP and its stockholders.
Sales of properties and repayment of related indebtedness will have different effects on holders of interests in BPLP than on BXP’s stockholders. Some holders of interests in BPLP could incur adverse tax consequences upon the sale of certain of our properties and on the repayment of related debt which differ from the tax consequences to BXP and its stockholders.
As a result, some clients in these markets may choose to relocate their businesses to other markets or to lower-profile office buildings within these markets that may be perceived to be less likely targets of future terrorist activity.
As a result, some clients in these markets may (1) choose to relocate their businesses to other markets or to lower-profile office buildings within these markets that may be perceived to be less likely targets of future terrorist activity and/or (2) perceive a need for or request security enhancements .
There is a risk that changes in our debt to market capitalization ratio, which is in part a function of BXP’s stock price, or BPLP’s ratio of indebtedness to other measures of asset value used by financial analysts may have an adverse effect on the market price of our equity or debt securities. 35 Table of Contents We face risks associated with short-term liquid investments.
There is a risk that changes in our debt to market capitalization ratio, which is in part a function of BXP’s stock price, or BPLP’s ratio of indebtedness to other measures of asset value used by financial analysts may have an adverse effect on the market price of our equity or debt securities.
While these AI tools hold promise in optimizing our work processes and driving efficiencies, they also present risks, challenges and unintended consequences that could adversely affect our business and results of operations or those of our clients.
While these AI tools hold promise in optimizing our work processes and driving efficiencies, their use, whether authorized or unauthorized, presents risks, challenges and unintended consequences that could adversely affect our business and results of operations or those of our clients.
This could result in an overall decrease in the demand for office space in these markets 28 Table of Contents generally or in our properties in particular, which could increase vacancies in our properties or necessitate that we lease our properties on less favorable terms or both.
This could result in an overall decrease in the demand for office space in these markets generally or in our properties in particular, which could increase vacancies in our properties, necessitate that we lease our properties on less favorable terms or both, and/or increase our costs related to security, equipment and personnel.
Our ability to dispose of some of our properties is constrained by their tax attributes. Properties that we developed and have owned for a significant period of time or that we acquired through tax deferred contribution transactions in exchange for partnership interests in BPLP often have low tax bases.
Properties that we developed and have owned for a significant period of time or that we acquired through tax deferred contribution transactions in exchange for partnership interests in BPLP often have low tax bases.
In addition, our unsecured debt agreements contain specific cross-default provisions with respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances.
In addition, our unsecured debt agreements contain specific cross-default provisions with respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.
In appropriate circumstances, we intend to acquire and recapitalize or develop, as applicable, properties in joint ventures with other parties. We currently have joint ventures that are and are not consolidated within our financial statements.
Our use of joint ventures may limit our control over jointly owned investments and limit our flexibility to acquire other assets. In appropriate circumstances, we intend to acquire and recapitalize or develop, as applicable, properties in joint ventures with other parties. We currently have joint ventures that are and are not consolidated within our financial statements.
To dispose of low basis or tax-protected properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for non-recognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).
To dispose of low basis or taxprotected properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for nonrecognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants). 25 Table of Contents Because we own a hotel property, we face the risks associated with the hospitality industry.
If our future earnings or cash dividends are less than expected, it is likely that the market price of BXP’s common stock will diminish. 39 Table of Contents Further issuances of equity securities may be dilutive to current securityholders.
If our future earnings or cash dividends are less than expected, it is likely that the market price of BXP’s common stock will diminish. Further issuances of equity securities may be dilutive to current securityholders. The interests of our existing securityholders could be diluted if additional equity securities are issued to finance future developments, acquisitions or repay indebtedness.
Therefore, we are likely to need to refinance at least a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of our existing debt.
There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of our existing debt.
Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties. We have significant investments in large metropolitan markets that have been or may be in the future the targets of actual or threatened terrorism attacks, including Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.
We have significant investments in large metropolitan markets that have been, and may continue to be, the targets of actual or threatened terrorism attacks and other criminal acts, including Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.
While we aim to use AI responsibly and securely and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.
We have implemented guidelines and policies specifically governing the use of AI tools in the workplace. Although we aim to use AI responsibly and securely and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.
Risks Related to Our Indebtedness and Financing Elevated interest rates have, and may continue to increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.
Risks Related to Our Indebtedness and Financing Our maturing debt bears interest at lower rates than the current market rates, which has increased, and may continue to increase our interest costs which could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.
We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest. We anticipate that only a small portion of the principal of our debt will be repaid prior to maturity.
We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk. We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest.
Business—Business and Growth Strategies—Sustainability ” and our annual Sustainability & Impact Report available on our website at http://www.bxp.com under the heading “Commitment.” Potential liability for environmental contamination could result in substantial costs.
For additional discussion regarding our approach to climate resiliency and our continued commitment to transparent reporting of sustainability performance indicators, see “ Item 1. Business—Business and Growth Strategies—Sustainability ” and our annual Sustainability & Impact Report available on our website at http://www.bxp.com under the heading “Commitment.” Potential liability for environmental contamination could result in substantial costs.
Our success depends on key personnel whose continued service is not guaranteed. We depend on the efforts of key personnel, particularly Owen D. Thomas, Chief Executive Officer, Douglas T. Linde, President, Raymond A. Ritchey, Senior Executive Vice President, and Michael E. LaBelle, Executive Vice President, Chief Financial Officer & Treasurer. Among the reasons that Messrs.
We can provide no assurances as to the financial stability or viability of the option counterparties. Our success depends on key personnel whose continued service is not guaranteed. We depend on the efforts of key personnel, particularly Owen D. Thomas, Chief Executive Officer, Douglas T. Linde, President and Michael E. LaBelle, Executive Vice President, Chief Financial Officer & Treasurer.
In addition, we face transition risks related to federal, state and local legislation and regulations that are being implemented, are under consideration to 31 Table of Contents mitigate the effects of climate change or that require increased environmental disclosures and reporting.
In addition, we face transition risks related to federal, state and local legislation and regulations that are being implemented, are under consideration to mitigate the effects of climate change or that require increased environmental disclosures and reporting. The costs of complying with evolving regulatory requirements, including GHG emissions regulations and policies, could negatively impact our financial results.
For the year ended December 31, 2024, we recognized an impairment of a long-lived asset of approximately $13.6 million and “other than temporary” impairments in the value of three of our investments in unconsolidated joint ventures aggregating approximately $341.3 million. For additional information on these impairments, see Notes 3 and 6 to the Consolidated Financial Statements.
For the year ended December 31, 2025, BXP and BPLP recognized impairments of long-lived assets of approximately $85.8 million and $82.9 million, respectively, and one of our investments in an unconsolidated joint venture recognized an “other than temporary” impairment of approximately $145.1 million. For additional information on these impairments, see Notes 3 and 6 to the Consolidated Financial Statements.
Even if clients decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to clients, may be less favorable to us than current lease terms. As a result, our cash flow could decrease and our ability to make distributions to our securityholders could be adversely affected.
Even if clients decide to renew or lease new 21 Table of Contents space, the terms of renewals or new leases, including the cost of required renovations or concessions to clients, may be less favorable to us than current lease terms.
Our actual costs to develop properties may exceed our budgeted costs. We intend to continue to develop and substantially renovate office, life sciences, retail and residential properties.
As a result, our cash flow could decrease and our ability to make distributions to our securityholders could be adversely affected. Our actual costs to develop properties may exceed our budgeted costs. We intend to continue to develop and substantially renovate office, life sciences, retail and residential properties.
If we hire a third party manager, we would be dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us. 23 Table of Contents Our use of joint ventures may limit our control over and flexibility with jointly owned investments and other assets we may wish to acquire.
When we hire a third-party manager, we are dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.
Their reputations aid us in identifying opportunities, having opportunities brought to us, and negotiating with clients and build-to-suit prospects. While we believe that we could find replacements for these key personnel, the loss of their services could materially and adversely affect our operations because of diminished relationships with lenders, prospective clients and industry personnel.
While we believe that we could find replacements for these key personnel, the loss of their services could materially and adversely affect our operations because of diminished relationships with lenders, prospective clients and industry personnel. Risks Related to Real Estate Our performance and value are subject to risks associated with our real estate assets and with the real estate industry.
We may have difficulty selling our properties, which may limit our flexibility. Properties like the ones that we own could be difficult to sell. This may limit our ability to change our portfolio promptly in response to changes in economic or other conditions.
We may have difficulty selling our properties, which may limit our flexibility. Properties like the ones that we own could be difficult to sell due to adverse economic conditions, a lack of available buyers and other conditions outside of our control.
As of February 21, 2025, we had $2.4 billion outstanding indebtedness, excluding our unconsolidated joint ventures, that bears interest at a variable rate, and we may incur more indebtedness in the future.
As of February 20, 2026, we had $2.3 billion outstanding indebtedness, excluding our unconsolidated joint ventures, that bears interest at a variable rate, and we may incur more indebtedness in the future. Approximately $0.9 billion of our variable rate debt has been hedged with interest rates swaps to fix SOFR for all, or a portion of the applicable debt term.
In addition, there is no guarantee that our investments in these securities or funds will be redeemable at par value. A decline in the value of our investment or a delay or suspension of our right to redeem may have a material adverse effect on our results of operations or financial condition.
In addition, there is no guarantee that our investments in these securities or funds will be redeemable at par value.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, our internal audit function integrates the assessment and identification of cybersecurity-related risks into our annual overall enterprise risk assessment (“ERA”).
Biggest changeIn addition to annual trainings, we conduct regular phishing simulations in an effort to raise awareness of spoofed or manipulated electronic communications and other security threats, as well as annual tabletop simulations. In addition, our internal audit function integrates the assessment and identification of cybersecurity-related risks into our annual overall enterprise risk assessment (“ERA”).
This overall risk management and oversight framework includes risks related to cybersecurity threats. Pursuant to its charter, the Audit Committee oversees senior management’s risk management processes related to assessing, identifying and managing cybersecurity risks in an effort to, among other things, help align our risk exposure with our strategic objectives.
This overall risk management and oversight framework includes risks related to cybersecurity threats. Pursuant to its charter, the Audit Committee oversees management’s risk management processes related to assessing, identifying and managing cybersecurity risks in an effort to, among other things, help align our risk exposure with our strategic objectives.
Cybersecurity Governance Our Board of Directors is primarily responsible for risk oversight and discharges its responsibility directly or indirectly through its committees.
Cybersecurity Governance Our Board of Directors is primarily responsible for risk oversight and discharges its responsibility directly and indirectly through its committees.
We have a data security committee, 41 Table of Contents consisting of members from various BXP departments, including IS, legal and risk management, that meets periodically to assess, identify and manage cybersecurity risks related to certain third-party service providers and to protect our critical financial and sensitive business information, as well as personally identifiable information (collectively, “Sensitive Information”).
We have a data security committee, consisting of members from various BXP departments, including IS, legal and risk management, that meets periodically to assess, identify and manage cybersecurity risks related to certain third-party service providers and to protect our critical financial and sensitive business information, as well as personally identifiable information (collectively, “Sensitive Information”).
The risk of a security breach, incident, compromise or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and 40 Table of Contents sophistication of attempted attacks and intrusions from around the world have increased.
The risk of a security breach, incident, compromise or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
In the event of a cybersecurity incident, we have implemented procedures to (i) mobilize third-party subject matter experts and (ii) notify executive leadership and the Audit Committee and/or the full Board of Directors, in each case, as appropriate. As part of our overall cybersecurity program, we also conduct: • Regular assessments of our cybersecurity program .
In the event of a cybersecurity incident, we have established 40 Table of Contents procedures to (i) mobilize third-party subject matter experts and (ii) notify executive leadership and the Audit Committee and/or the full Board of Directors, in each case, as appropriate. As part of our overall cybersecurity program, we also conduct: • Regular assessments of our cybersecurity program .
The Audit Committee provides regular updates to the full Board of Directors on matters under its purview, including risk management and cybersecurity matters.
The Audit Committee provides regular updates to the full Board of Directors on matters under its purview, including risk management and cybersecurity matters. 41 Table of Contents
Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions and other events of varying degrees. To date, these events have not, individually or in the aggregate, materially affected our operations or business.
Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions and other events of varying degrees. To date, these events have not, individually or in the aggregate, had a material adverse effect on our operations or business.
We aim to take an active approach to monitoring and evaluating our cybersecurity threat environment and risk profile as part of our cybersecurity program, which is administered by our information systems (“IS”) department, led by our Senior Vice President, Chief Technology Officer (“CTO”) and Senior Vice President, Chief Information Officer (“CIO,” together with our CTO, “IS Leaders”).
We aim to take an active approach to monitoring and evaluating our cybersecurity threat environment and risk profile as part of our cybersecurity program, which is administered by our information systems (“IS”) department and led by our Senior Vice President, Chief Information Officer (“CIO”).
The Audit Committee meets no less frequently than annually with our IS department to discuss, among other things, recent trends in cyber risks, cybersecurity incidents, if any, and our cybersecurity defense strategy to protect against cyber-attacks and intrusions. These discussions with the Audit Committee are led by our IS Leaders and senior management.
Our CIO meets with our Audit Committee at least two times each year to discuss, among other things, recent trends in cyber risks, cybersecurity incidents, if any, and our cybersecurity defense strategy to protect against cyber-attacks and intrusions. These discussions with the Audit Committee are led by our CIO and senior management.
On an annual basis, we engage a third-party consultant to conduct two penetration tests per year. We also conduct vulnerability assessments on a monthly basis. • Regular cybersecurity awareness trainings & simulations .
On an annual basis, we engage a third-party consultant to conduct two penetration tests per year. We also conduct vulnerability assessments on a monthly basis. • Regular cybersecurity awareness trainings & simulations . We conduct cybersecurity awareness training for employees and primary on-site providers during onboarding and at least annually thereafter.
In January 2024, our IS leadership expanded to include our CIO, who has 30 years of technology experience developed across multiple industries, including commercial real estate, in guiding organizations through strategic initiatives that span technology, cybersecurity, and digital transformations.
Our CIO is primarily responsible for the direction and implementation of technology, applications and security at BXP and has 30 years of technology experience developed across multiple industries, including commercial real estate, in guiding organizations through strategic initiatives that span technology, cybersecurity, and digital transformations.
These third-party service providers also face cybersecurity threats, and a cybersecurity incident impacting any of our third-party service providers could also indirectly affect our operations, performance and results of operations.
These third-party service providers also face cybersecurity threats, and a cybersecurity incident impacting any of our third-party service providers could also indirectly affect our operations, performance and results of operations. To date, none of our third-party service providers’ cybersecurity incidents have been, individually or in the aggregate, material to us.
Removed
Our IS Leaders are primarily responsible for the direction and implementation of technology, applications and security at BXP. Our CTO has extensive technology and program management experience with approximately 40 years of technology experience, 26 years of which have been with BXP and a total of 30 years with publicly-traded REITs.
Removed
We conduct cybersecurity awareness training for employees and primary on-site providers during onboarding, and thereafter, multiple times per year, and we conduct regular phishing simulations in an effort to raise awareness of spoofed or manipulated electronic communications and other security threats, as well as annual tabletop simulations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest change(30% ownership) (2) Washington, DC 98.5 % 1 230,900 90 Broadway Cambridge, MA 100.0 % 1 223,771 255 Main Street Cambridge, MA 82.5 % 1 215,394 20 CityPoint Waltham, MA 98.1 % 1 211,476 77 CityPoint Waltham, MA 92.7 % 1 209,382 Sumner Square Washington, DC 95.6 % 1 208,797 University Place Cambridge, MA 100.0 % 1 195,282 North First Business Park (5) San Jose, CA 58.6 % 5 190,636 890 Winter Street Waltham, MA 70.6 % 1 180,159 150 Broadway Cambridge, MA 100.0 % 1 177,226 Capital Gallery Washington, DC 80.8 % 1 176,824 206 Carnegie Center Princeton, NJ — % 1 161,763 210 Carnegie Center Princeton, NJ 33.2 % 1 159,468 Kingstowne Two Alexandria, VA 55.8 % 1 156,005 105 Broadway Cambridge, MA 100.0 % 1 152,664 212 Carnegie Center Princeton, NJ 82.4 % 1 148,942 214 Carnegie Center Princeton, NJ 62.9 % 1 146,799 2440 West El Camino Real Mountain View, CA 71.5 % 1 142,711 506 Carnegie Center Princeton, NJ 77.2 % 1 139,050 Two Reston Overlook Reston, VA 100.0 % 1 134,615 508 Carnegie Center Princeton, NJ 100.0 % 1 134,433 202 Carnegie Center Princeton, NJ 71.9 % 1 134,068 804 Carnegie Center Princeton, NJ 100.0 % 1 130,000 101 Carnegie Center Princeton, NJ 82.6 % 1 122,791 504 Carnegie Center Princeton, NJ 100.0 % 1 121,990 502 Carnegie Center Princeton, NJ 98.6 % 1 121,460 1265 Main Street (50% ownership) (2) Waltham, MA 100.0 % 1 120,681 701 Carnegie Center Princeton, NJ 100.0 % 1 120,000 104 Carnegie Center Princeton, NJ 35.6 % 1 102,930 103 Carnegie Center Princeton, NJ 64.6 % 1 96,322 Reservoir Place North Waltham, MA 100.0 % 1 73,258 32 Hartwell Avenue Lexington, MA 100.0 % 1 69,154 302 Carnegie Center Princeton, NJ 100.0 % 1 64,926 211 Carnegie Center Princeton, NJ — % 1 47,025 92 Hayden Avenue Lexington, MA 100.0 % 1 31,100 44 Table of Contents Properties Location % Occupied as of December 31, 2024 (1) Number of Buildings Net Rentable Square Feet 453 Ravendale Drive Mountain View, CA 100.0 % 1 29,620 690 Folsom Street San Francisco, CA 100.0 % 1 26,080 201 Carnegie Center Princeton, NJ 100.0 % — 6,500 Subtotal for Office Properties 87.9 % 146 45,755,552 Life Sciences 180 CityPoint Waltham, MA 43.2 % 1 329,195 200 West Street Waltham, MA 86.1 % 1 273,365 125 Broadway Cambridge, MA 100.0 % 1 271,000 880 Winter Street Waltham, MA 100.0 % 1 243,618 300 Binney Street (55% ownership) Cambridge, MA 93.7 % 1 239,908 751 Gateway (49% ownership) (2) South San Francisco, CA 100.0 % 1 230,592 153 & 211 Second Avenue Waltham, MA 18.5 % 2 137,545 103 CityPoint Waltham, MA — % 1 112,841 33 Hayden Avenue Lexington, MA 100.0 % 1 80,876 250 Binney Street Cambridge, MA 100.0 % 1 67,362 100 Hayden Avenue Lexington, MA 100.0 % 1 55,924 Subtotal for Life Sciences Properties 77.2 % 12 2,042,226 Retail The Prudential Center (retail shops) Boston, MA 89.5 % 1 601,552 Fountain Square Retail Reston, VA 95.2 % 1 196,421 Kingstowne Retail Alexandria, VA 100.0 % 1 88,288 Santa Monica Business Park Retail Santa Monica, CA 77.2 % 7 73,006 Star Market at the Prudential Center Boston, MA 100.0 % 1 60,015 Avant Retail Reston, VA 100.0 % 1 26,179 The Point Waltham, MA 100.0 % 1 16,300 Subtotal for Retail Properties 91.6 % 13 1,061,761 Residential Signature at Reston (508 units) Reston, VA 94.3 % 1 517,783 Skymark - Reston Next Residential (508 units) (20% ownership) (2) Reston, VA 39.0 % 1 417,036 The Skylyne (402 units) Oakland, CA 90.8 % 1 330,996 Hub50House (440 units) (50% ownership) (2) Boston, MA 94.3 % 1 320,444 Proto Kendall Square (280 units) Cambridge, MA 94.3 % 1 166,717 The Lofts at Atlantic Wharf (86 units) Boston, MA 98.8 % 1 87,096 Subtotal for Residential Properties 81.2 % (6) 6 1,840,072 (7) Hotel Boston Marriott Cambridge (437 rooms) Cambridge, MA 77.2 % (8) 1 334,260 (9) Subtotal for Hotel Property 77.2 % 1 334,260 Subtotal for In-Service Properties 87.5 % 178 51,033,871 45 Table of Contents Properties Location % Occupied as of December 31, 2024 (1) Number of Buildings Net Rentable Square Feet Properties Under Construction/Redevelopment (10) Office 360 Park Avenue South (redevelopment) (71% ownership) (2) New York, NY 23.0 % 1 450,000 (11) Reston Next Office Phase II Reston, VA 9.0 % 1 90,000 (12) 725 12th Street (redevelopment) Washington, DC 47.0 % 1 320,000 (13) Laboratory/Life Sciences 651 Gateway (redevelopment) (50% ownership) (2) South San Francisco, CA 21.0 % 1 327,000 (14) 290 Binney Street (55% ownership) Cambridge, MA 100.0 % 1 573,000 Residential 121 Broadway Street (439 units) Cambridge, MA — % 1 492,000 Retail Reston Next Retail Reston, VA 13.0 % 1 33,000 Subtotal for Properties Under Construction/Redevelopment 50.3 % (15) 7 2,285,000 Total Portfolio 185 53,318,871 _______________ (1) Represents signed leases for in-service properties for which revenue recognition has commenced in accordance with accounting principles generally accepted in the United States (“GAAP”).
Biggest change(30% ownership) (2) Washington, DC 96.8 % 1 230,900 90 Broadway Cambridge, MA 100.0 % 1 223,771 255 Main Street Cambridge, MA 82.5 % 1 215,394 20 CityPoint Waltham, MA 98.1 % 1 211,476 77 CityPoint Waltham, MA 90.2 % 1 209,382 Sumner Square Washington, DC 92.9 % 1 208,797 University Place Cambridge, MA 100.0 % 1 195,282 North First Business Park (5) San Jose, CA 58.4 % 5 191,033 890 Winter Street Waltham, MA 88.6 % 1 180,155 150 Broadway Cambridge, MA 100.0 % 1 177,226 Capital Gallery Washington, DC 77.3 % 1 176,909 Reservoir Place (6) Waltham, MA 55.0 % 1 164,993 206 Carnegie Center Princeton, NJ — % 1 161,763 210 Carnegie Center Princeton, NJ 27.5 % 1 159,468 Kingstowne Two Alexandria, VA 53.5 % 1 157,163 105 Broadway Cambridge, MA 100.0 % 1 152,664 43 Table of Contents Properties Location % Occupied as of December 31, 2025 (1) Number of Buildings Net Rentable Square Feet 212 Carnegie Center Princeton, NJ 69.9 % 1 148,942 214 Carnegie Center Princeton, NJ 62.8 % 1 146,799 2440 West El Camino Real Mountain View, CA 56.3 % 1 142,711 506 Carnegie Center Princeton, NJ 95.1 % 1 139,050 Two Reston Overlook Reston, VA 100.0 % 1 134,615 508 Carnegie Center Princeton, NJ 100.0 % 1 134,433 202 Carnegie Center Princeton, NJ 73.7 % 1 134,068 804 Carnegie Center Princeton, NJ 100.0 % 1 130,000 101 Carnegie Center Princeton, NJ 81.8 % 1 122,791 504 Carnegie Center Princeton, NJ 100.0 % 1 121,990 502 Carnegie Center Princeton, NJ 94.8 % 1 121,460 1265 Main Street (50% ownership) (2) Waltham, MA 100.0 % 1 120,681 701 Carnegie Center Princeton, NJ 100.0 % 1 120,000 153 Second Avenue Waltham, MA 100.0 % 1 104,278 104 Carnegie Center Princeton, NJ 72.2 % 1 101,969 103 Carnegie Center Princeton, NJ 69.1 % 1 96,322 Reston Next Office Phase II Reston, VA 6.0 % 1 86,629 Reservoir Place North Waltham, MA 100.0 % 1 73,258 32 Hartwell Avenue Lexington, MA 100.0 % 1 69,154 302 Carnegie Center Princeton, NJ 100.0 % 1 64,926 211 Carnegie Center Princeton, NJ — % 1 47,025 92 Hayden Avenue Lexington, MA 100.0 % 1 31,100 690 Folsom Street San Francisco, CA 100.0 % 1 26,080 201 Carnegie Center Princeton, NJ 100.0 % — 6,500 Subtotal for Office Properties 86.8 % 143 44,824,268 Life Sciences 180 CityPoint Waltham, MA 55.2 % 1 329,195 200 West Street Waltham, MA 86.1 % 1 273,361 125 Broadway Cambridge, MA 100.0 % 1 271,000 880 Winter Street Waltham, MA 92.3 % 1 243,614 300 Binney Street (55% ownership) Cambridge, MA 100.0 % 1 239,908 103 CityPoint Waltham, MA — % 1 112,842 33 Hayden Avenue Lexington, MA 100.0 % 1 80,872 250 Binney Street Cambridge, MA 100.0 % 1 67,362 100 Hayden Avenue Lexington, MA 100.0 % 1 55,924 211 Second Avenue Waltham, MA 51.2 % 1 49,815 Subtotal for Life Sciences Properties 80.2 % 10 1,723,893 Retail The Prudential Center (retail shops) Boston, MA 95.7 % 1 590,080 Fountain Square Retail Reston, VA 90.9 % 1 196,421 Kingstowne Retail Alexandria, VA 100.0 % 1 88,288 Santa Monica Business Park Retail Santa Monica, CA 86.8 % 7 73,006 Star Market at the Prudential Center Boston, MA 100.0 % 1 60,015 44 Table of Contents Properties Location % Occupied as of December 31, 2025 (1) Number of Buildings Net Rentable Square Feet Avant Retail Reston, VA 100.0 % 1 26,179 The Point Waltham, MA 100.0 % 1 16,300 Subtotal for Retail Properties 95.0 % 13 1,050,289 Residential Skymark - Reston Next Residential (508 units) (20% ownership) (2) Reston, VA 93.5 % 1 417,036 The Skylyne (402 units) Oakland, CA 93.3 % 1 330,996 Hub50House (440 units) (50% ownership) (2) Boston, MA 93.2 % 1 320,444 The Lofts at Atlantic Wharf (86 units) (5) Boston, MA 91.9 % 1 87,096 Subtotal for Residential Properties 93.3 % (7) 4 1,155,572 (8) Hotel Boston Marriott Cambridge (437 rooms) Cambridge, MA 78.7 % (9) 1 334,260 (10) Subtotal for Hotel Property 78.7 % 1 334,260 Subtotal for In-Service Properties 86.7 % 171 49,088,282 Properties Under Construction/Redevelopment (11) Office 725 12th Street (redevelopment) Washington, DC 87.0 % 1 320,000 343 Madison Avenue New York, NY 29.0 % 1 930,000 Laboratory/Life Sciences 290 Binney Street (55% ownership) Cambridge, MA 100.0 % 1 573,000 651 Gateway (redevelopment) (50% ownership) (2) (12) South San Francisco, CA 21.0 % 1 327,000 Residential 121 Broadway Street (439 units) Cambridge, MA — % 1 492,000 17 Hartwell Avenue (312 Units) (20% ownership) (2) Lexington, MA — % 1 290,100 290 Coles Street (670 Units) (19.46% ownership) (2) Jersey City, NJ — % 1 560,000 Retail Reston Next Retail (13) Reston, VA 70.0 % 1 30,000 Subtotal for Properties Under Construction/Redevelopment 61.2 % (14) 8 3,522,100 Total Portfolio 179 52,610,382 _______________ (1) Represents signed leases for in-service properties for which revenue recognition has commenced in accordance with accounting principles generally accepted in the United States (“GAAP”).
Lease Expirations (1)(2) Year of Lease Expiration Rentable Square Feet Subject to Expiring Leases Current Annualized Contractual Rent Under Expiring Leases Without Future Step-Ups (3) Current Annualized Contractual Rent Under Expiring Leases Without Future Step-Ups p.s.f. (3) Current Annualized Contractual Rent Under Expiring Leases With Future Step-Ups (4) Current Annualized Contractual Rent Under Expiring Leases With Future Step-Ups p.s.f.
Lease Expirations (1)(2)(3) Year of Lease Expiration Rentable Square Feet Subject to Expiring Leases Current Annualized Contractual Rent Under Expiring Leases Without Future Step-Ups (4) Current Annualized Contractual Rent Under Expiring Leases Without Future Step-Ups p.s.f. (4) Current Annualized Contractual Rent Under Expiring Leases With Future Step-Ups (5) Current Annualized Contractual Rent Under Expiring Leases With Future Step-Ups p.s.f.
The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at December 31, 2024, and it includes properties held by both consolidated and unconsolidated joint ventures.
The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at December 31, 2025, and it includes properties held by both consolidated and unconsolidated joint ventures.
Client Diversification Our client diversification by square feet as of December 31, 2024 was as follows: Sector % of In-Service Portfolio (1) Technology & Media 21.0% Legal Services 17.1% Financial Services - all other 14.4% Life Sciences 8.9% Real Estate & Insurance 8.7% Other Professional Services 7.6% Retail 6.2% Financial Services - commercial & investment banking 5.7% Manufacturing 4.7% Government / Public Administration 3.0% Other 2.7% 47 Table of Contents __________________ (1) Amounts are calculated based on our consolidated portfolio square feet, plus our share of the square feet from the unconsolidated joint ventures properties (calculated based on our ownership percentage), minus our partners’ share of square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).
Client Industry Diversification Our client industry diversification by square feet as of December 31, 2025 was as follows: Sector % of In-Service Portfolio (1) Technology & Media 21.0% Legal Services 17.1% Financial Services - all other 14.4% Life Sciences 8.9% Real Estate & Insurance 8.8% Other Professional Services 7.6% Retail 6.2% Financial Services - commercial & investment banking 5.7% Manufacturing 4.7% Government / Public Administration 3.0% Other 2.6% __________________ (1) Amounts are calculated based on our consolidated portfolio square feet, plus our share of the square feet from the unconsolidated joint ventures properties (calculated based on our ownership percentage), minus our partners’ share of square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).
(3) Represents the monthly contractual base rent and recoveries from clients under existing leases as of December 31, 2024 multiplied by twelve. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimates as of such date.
(4) Represents the monthly contractual base rent and recoveries from clients under existing leases as of December 31, 2025 multiplied by twelve. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimates as of such date.
(4) Represents the monthly contractual base rent under expiring leases with future contractual increases upon expiration and recoveries from clients under existing leases as of December 31, 2024 multiplied by twelve. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimates as of such date.
(5) Represents the monthly contractual base rent under expiring leases with future contractual increases upon expiration and recoveries from clients under existing leases as of December 31, 2025 multiplied by twelve. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimates as of such date. 47 Table of Contents
Our properties consisted of (1) 163 office and life sciences properties (including five properties under construction/redevelopment), (2) 14 retail properties (including one property under construction), (3) seven residential properties (including one property under construction) and (4) one hotel.
Our properties consisted of (1) 157 office and life sciences properties (including four properties under construction/redevelopment), (2) 14 retail properties (including one property under construction), (3) seven residential properties (including three properties under construction) and (4) one hotel.
This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024. (9) Includes 4,260 square feet of retail space that is 100% occupied as of December 31, 2024.
This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025. 45 Table of Contents (10) Includes 4,260 square feet of retail space that is 100% occupied as of December 31, 2025.
Item 2. Properties. At December 31, 2024, we owned or had joint venture interests in 185 commercial real estate properties, aggregating approximately 53.3 million net rentable square feet of primarily premier workplaces, including seven properties under construction/redevelopment totaling approximately 2.3 million net rentable square feet.
Item 2. Properties. At December 31, 2025, we owned or had joint venture interests in 179 commercial real estate properties, aggregating approximately 52.6 million net rentable square feet of primarily premier workplaces, including eight properties under construction/redevelopment totaling approximately 3.5 million net rentable square feet.
Top 20 Clients by Square Feet Our 20 largest clients by square feet as of December 31, 2024 were as follows: Client Square Feet (1) % of In-Service Portfolio (1) 1. Salesforce 891,231 2.10 % 2. Google 836,110 1.97 % 3. Biogen 780,659 1.84 % 4. Fannie Mae 710,121 1.67 % 5. Akamai Technologies 658,578 1.55 % 6.
Top 20 Clients by Square Feet Our 20 largest clients by square feet as of December 31, 2025 were as follows: Client Square Feet (1) % of In-Service Portfolio (1) 1. Salesforce 891,231 2.13 % 2. Google 836,110 2.00 % 3. Fannie Mae 710,121 1.70 % 4. Akamai Technologies 658,578 1.58 % 5. Snap 607,287 1.45 % 6.
Properties Location % Occupied as of December 31, 2024 (1) Number of Buildings Net Rentable Square Feet Office 767 Fifth Avenue (The GM Building) (60% ownership) New York, NY 92.1 % 1 1,970,335 200 Clarendon Street Boston, MA 97.8 % 1 1,728,956 601 Lexington Avenue (55% ownership) New York, NY 95.7 % 1 1,670,502 399 Park Avenue New York, NY 99.9 % 1 1,567,470 Salesforce Tower San Francisco, CA 98.0 % 1 1,420,682 800 Boylston Street - The Prudential Center Boston, MA 96.4 % 1 1,274,927 7 Times Square (formerly Times Square Tower) (55% ownership) New York, NY 80.7 % 1 1,238,599 100 Federal Street (55% ownership) Boston, MA 89.0 % 1 1,233,537 Colorado Center (50% ownership) (2) Santa Monica, CA 89.6 % 6 1,130,066 599 Lexington Avenue New York, NY 95.8 % 1 1,106,335 42 Table of Contents Properties Location % Occupied as of December 31, 2024 (1) Number of Buildings Net Rentable Square Feet Santa Monica Business Park Santa Monica, CA 80.6 % 14 1,104,967 Reston Next Reston, VA 92.1 % 2 1,063,284 250 West 55th Street New York, NY 97.4 % 1 966,976 Embarcadero Center Four San Francisco, CA 93.4 % 1 942,640 111 Huntington Avenue - The Prudential Center Boston, MA 100.0 % 1 860,446 200 Fifth Avenue (26.69% ownership) (2) New York, NY 100.0 % 1 855,059 Embarcadero Center One San Francisco, CA 69.6 % 1 837,522 Embarcadero Center Two San Francisco, CA 88.3 % 1 801,498 Atlantic Wharf Office (55% ownership) Boston, MA 95.4 % 1 793,024 Embarcadero Center Three San Francisco, CA 83.1 % 1 785,911 Gateway Commons (50% Ownership) (2) (3) South San Francisco, CA 70.5 % 5 785,457 Safeco Plaza (33.67% ownership) (2) Seattle, WA 83.8 % 1 762,631 Madison Centre Seattle, WA 79.5 % 1 755,164 7750 Wisconsin Avenue (50% ownership) (2) Bethesda, MD 100.0 % 1 735,573 Dock 72 (50% ownership) (2) Brooklyn, NY 42.7 % 1 668,521 100 Causeway Street (50% ownership) (2) Boston, MA 96.4 % 1 633,818 South of Market Reston, VA 99.6 % 3 624,387 Bay Colony Corporate Center Waltham, MA 77.8 % 2 546,248 Mountain View Research Park Mountain View, CA 60.7 % 15 542,264 Reservoir Place Waltham, MA 36.6 % 1 526,215 Fountain Square Reston, VA 95.1 % 2 524,585 680 Folsom Street San Francisco, CA 59.2 % 2 522,406 901 New York Avenue Washington, DC 84.8 % 1 508,130 101 Huntington Avenue - The Prudential Center Boston, MA 99.0 % 1 506,476 145 Broadway Cambridge, MA 99.6 % 1 490,086 2100 Pennsylvania Avenue Washington, DC 94.2 % 1 475,849 2200 Pennsylvania Avenue Washington, DC 94.9 % 1 459,811 One Freedom Square Reston, VA 86.0 % 1 427,646 Two Freedom Square Reston, VA 99.8 % 1 423,222 140 Kendrick Street Needham, MA 73.3 % 3 418,600 Market Square North (50% ownership) (2) Washington, DC 76.2 % 1 417,298 325 Main Street Cambridge, MA 91.2 % 1 415,512 The Hub on Causeway - Podium (50% ownership) (2) Boston, MA 94.8 % 1 382,988 One and Two Discovery Square Reston, VA 89.7 % 2 366,989 888 Boylston Street - The Prudential Center Boston, MA 100.0 % 1 363,320 Weston Corporate Center Weston, MA 100.0 % 1 356,995 510 Madison Avenue New York, NY 90.1 % 1 352,589 One Reston Overlook Reston, VA 91.3 % 1 319,519 535 Mission Street San Francisco, CA 67.8 % 1 307,205 43 Table of Contents Properties Location % Occupied as of December 31, 2024 (1) Number of Buildings Net Rentable Square Feet Waltham Weston Corporate Center Waltham, MA 75.5 % 1 301,611 230 CityPoint Waltham, MA 97.7 % 1 296,720 Wisconsin Place Office Chevy Chase, MD 47.5 % 1 294,525 17Fifty Presidents Street Reston, VA 100.0 % 1 275,809 Reston Corporate Center (4) Reston, VA 100.0 % 2 261,046 Democracy Tower Reston, VA 99.3 % 1 259,441 355 Main Street Cambridge, MA 99.3 % 1 256,966 1330 Connecticut Avenue Washington, DC 92.3 % 1 252,262 10 CityPoint Waltham, MA 97.1 % 1 236,570 510 Carnegie Center Princeton, NJ 65.6 % 1 234,160 500 North Capitol Street, N.W.
Properties Location % Occupied as of December 31, 2025 (1) Number of Buildings Net Rentable Square Feet Office 767 Fifth Avenue (The GM Building) (60% ownership) New York, NY 98.8 % 1 1,970,335 200 Clarendon Street Boston, MA 99.9 % 1 1,700,914 601 Lexington Avenue (55% ownership) New York, NY 99.9 % 1 1,671,682 399 Park Avenue New York, NY 100.0 % 1 1,567,470 Salesforce Tower San Francisco, CA 98.0 % 1 1,420,682 800 Boylston Street - The Prudential Center Boston, MA 95.7 % 1 1,274,213 7 Times Square (55% ownership) New York, NY 80.2 % 1 1,238,724 100 Federal Street (55% ownership) Boston, MA 92.5 % 1 1,233,943 Colorado Center (50% ownership) (2) Santa Monica, CA 89.6 % 6 1,130,066 Santa Monica Business Park Santa Monica, CA 83.4 % 14 1,104,377 599 Lexington Avenue New York, NY 89.8 % 1 1,104,276 Reston Next Reston, VA 97.9 % 2 1,063,299 250 West 55th Street New York, NY 98.3 % 1 966,976 Embarcadero Center Four San Francisco, CA 87.9 % 1 945,594 111 Huntington Avenue - The Prudential Center Boston, MA 100.0 % 1 860,446 200 Fifth Avenue (26.69% ownership) (2) New York, NY 59.0 % 1 846,506 Embarcadero Center One San Francisco, CA 70.1 % 1 838,051 Embarcadero Center Two San Francisco, CA 73.4 % 1 804,891 Atlantic Wharf Office (55% ownership) Boston, MA 100.0 % 1 793,024 Gateway Commons (50% Ownership) (2) (3) South San Francisco, CA 67.1 % 5 792,728 Embarcadero Center Three San Francisco, CA 75.6 % 1 786,411 Safeco Plaza (33.67% ownership) (2) Seattle, WA 77.5 % 1 762,541 Madison Centre Seattle, WA 82.1 % 1 754,011 7750 Wisconsin Avenue (50% ownership) (2) Bethesda, MD 100.0 % 1 735,573 Dock 72 (50% ownership) (2) Brooklyn, NY 42.7 % 1 668,521 100 Causeway Street (50% ownership) (2) Boston, MA 100.0 % 1 633,818 South of Market Reston, VA 100.0 % 3 624,387 Mountain View Research Park (4) Mountain View, CA 53.9 % 16 571,884 Fountain Square Reston, VA 95.0 % 2 524,113 42 Table of Contents Properties Location % Occupied as of December 31, 2025 (1) Number of Buildings Net Rentable Square Feet 901 New York Avenue Washington, DC 82.4 % 1 524,021 680 Folsom Street San Francisco, CA 59.2 % 2 522,406 101 Huntington Avenue - The Prudential Center Boston, MA 100.0 % 1 506,476 145 Broadway Cambridge, MA 99.6 % 1 490,086 2100 Pennsylvania Avenue Washington, DC 95.0 % 1 475,849 2200 Pennsylvania Avenue Washington, DC 89.3 % 1 460,039 360 Park Avenue South (71.11% ownership) (2) New York, NY 33.2 % 1 448,112 Bay Colony Corporate Center Waltham, MA 79.7 % 2 435,917 One Freedom Square Reston, VA 87.8 % 1 427,646 Two Freedom Square Reston, VA 100.0 % 1 423,222 325 Main Street Cambridge, MA 96.5 % 1 406,824 The Hub on Causeway - Podium (50% ownership) (2) Boston, MA 94.8 % 1 382,988 888 Boylston Street - The Prudential Center Boston, MA 96.2 % 1 377,574 One and Two Discovery Square Reston, VA 89.7 % 2 366,989 Weston Corporate Center Weston, MA 12.6 % 1 356,995 510 Madison Avenue New York, NY 80.3 % 1 352,589 One Reston Overlook Reston, VA 100.0 % 1 319,519 535 Mission Street San Francisco, CA 86.3 % 1 303,322 Waltham Weston Corporate Center Waltham, MA 73.0 % 1 301,611 230 CityPoint Waltham, MA 97.0 % 1 299,304 Wisconsin Place Office Chevy Chase, MD 52.6 % 1 295,845 17Fifty Presidents Street Reston, VA 100.0 % 1 275,809 Democracy Tower Reston, VA 99.3 % 1 259,441 355 Main Street Cambridge, MA 100.0 % 1 256,966 1330 Connecticut Avenue Washington, DC 95.9 % 1 253,375 10 CityPoint Waltham, MA 98.6 % 1 236,570 510 Carnegie Center Princeton, NJ 72.4 % 1 234,160 500 North Capitol Street, N.W.
This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024. (10) Represents percentage leased as of February 21, 2025, including leases with future commencement dates. (11) The property was 30% placed in-service as of December 31, 2024.
This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025. (11) Represents percentage leased as of February 20, 2026, including leases with future commencement dates. Percentage leased excludes 651 Gateway which was sold on January 2, 2026.
Mass Financial Services 313,584 0.74 % __________________ (1) Amounts are calculated based on our consolidated portfolio square feet, plus our share of the square feet from the unconsolidated joint ventures properties (calculated based on our ownership percentage), minus our partners’ share of square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).
Bank of America 299,985 0.72 % __________________ (1) Amounts are calculated based on our consolidated portfolio square feet, plus our share of the square feet from the unconsolidated joint ventures properties (calculated based on our ownership percentage), minus our partners’ share of 46 Table of Contents square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).
Percentage Occupied and Average Annualized Revenue per Square Foot for In-Service Properties The following table sets forth our percentage occupied and average annualized revenue per square foot on a historical basis for our In-Service Properties.
(14) Total percentage occupied excludes Residential and 651 Gateway which was sold on January 2, 2026. Percentage Occupied and Average Annualized Revenue per Square Foot for In-Service Properties The following table sets forth our percentage occupied and average annualized revenue per square foot on a historical basis for our In-Service Properties.
These annualized amounts are before rent abatements and include expense reimbursements, which may be estimates as of such date. The aggregate amounts of rent abatements per square foot under existing leases as of December 31, 2024, 2023, 2022, 2021 and 2020 for the succeeding twelve-month period were $2.14, $2.47, $1.56, $2.15, and $1.73, respectively.
The aggregate amounts of rent abatements per square foot under existing leases as of December 31, 2025, 2024, 2023, 2022 and 2021 for the succeeding twelve-month period were $3.19, $2.14, $2.47, $1.56, and $2.15, respectively.
(7) Includes 61,511 square feet of retail space that is approximately 79.2% occupied as of December 31, 2024. This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024. (8) Represents the weighted-average room occupancy for the year ended December 31, 2024.
This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025. (9) Represents the weighted-average room occupancy for the year ended December 31, 2025.
Leidos 352,394 0.83 % 16. Blue Cross Blue Shield 347,618 0.82 % 17. Arnold & Porter Kaye Scholer 344,605 0.81 % 18. WeWork 337,457 0.79 % 19. US Government (2) 319,359 0.75 % 20.
Blue Cross Blue Shield 347,618 0.83 % 16. Arnold & Porter Kaye Scholer 344,605 0.82 % 17. Bechtel Corporation 340,857 0.82 % 18. WeWork 337,457 0.81 % 19. Mass Financial Services 313,584 0.75 % 20.
December 31, 2024 2023 2022 2021 2020 Percentage occupied (1) 87.5 % 88.4 % 88.6 % 88.8 % 90.1 % Average annualized revenue per square foot (2) $81.21 $78.81 $75.99 $73.76 $72.67 _______________ (1) Represents signed leases, excluding hotel and residential properties, for which revenue recognition has commenced in accordance with GAAP. 46 Table of Contents (2) Represents the monthly contractual base rents and recoveries from clients under existing leases as of December 31, 2024, 2023, 2022, 2021 and 2020 multiplied by twelve.
December 31, 2025 2024 2023 2022 2021 Percentage occupied (1) 86.7 % 87.5 % 88.4 % 88.6 % 88.8 % Average annualized revenue per square foot (2) $83.47 $81.21 $78.81 $75.99 $73.76 _______________ (1) Represents the quotient obtained by dividing (A) the aggregate number of square feet subject to signed leases, excluding hotel and residential properties, for which revenue recognition has commenced in accordance with GAAP by (B) the total number of square feet in our in-service portfolio.
Snap 607,287 1.43 % 7. Microsoft 599,200 1.41 % 8. Ropes & Gray 539,467 1.27 % 9. Kirkland & Ellis 461,470 1.09 % 10. Integrated Holding Group 408,118 0.96 % 11. Wellington Management 405,225 0.95 % 12. Allen Overy Shearman Sterling 384,813 0.90 % 13. Bain Capital 378,284 0.89 % 14. Marriott 367,787 0.86 % 15.
Microsoft 599,200 1.43 % 7. Ropes & Gray 522,173 1.25 % 8. Kirkland & Ellis 511,174 1.22 % 9. Biogen 423,664 1.01 % 10. Integrated Holding Group 408,118 0.98 % 11. Bain Capital 378,284 0.91 % 12. Marriott 367,787 0.88 % 13. Allen Overy Shearman Sterling 362,982 0.87 % 14. Leidos 352,394 0.84 % 15.
(2) Property is an unconsolidated joint venture. (3) Includes 681 Gateway, which is a laboratory/life sciences property. (4) Property was taken out of service on January 1, 2025. (5) Property is held for redevelopment. (6) Percentage occupied is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024.
(7) Percentage occupied is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025. (8) Includes 22,442 square feet of retail space that is approximately 42.9% occupied as of December 31, 2025.
Removed
(12) The property was 6% placed in-service as of December 31, 2024. (13) We acquired 725 12th Street, on December 27, 2024 for a purchase price, excluding transaction costs, of $34.0 million. Concurrently with the acquisition, a lease was executed for approximately 152,000 square feet of the redeveloped building.
Added
(2) Property is an unconsolidated joint venture. (3) Includes 681 Gateway, which is a laboratory/life sciences property. On January 2, 2026, we sold our interest in the joint venture that owns Gateway Commons (See Note 17 to the Consolidated Financial Statements). (4) Includes 453 Ravendale Drive.
Removed
(14) The property was 27% placed in-service as of December 31, 2024 and fully placed in-service on January 2, 2025. (15) Total percentage occupied excludes Residential.
Added
(5) The property was sold subsequent to December 31, 2025 (See Note 17 to the Consolidated Financial Statements). (6) During the first quarter of 2025, approximately 361,000 net rentable square feet was taken out of service to be held for future redevelopment.
Removed
(2) Amount includes approximately 261,046 square feet that expired on December 31, 2024.
Added
(12) The property was 27% placed in-service as of December 31, 2025. On January 2, 2026, we sold our interest in the joint venture that owns 651 Gateway (See Note 17 to the Consolidated Financial Statements). (13) The property was fully placed in-service on January 16, 2026.
Removed
(4) Percentage of Total Square Feet 2024 (5)(6) 390,847 $23,744,643 $60.75 $23,744,643 $60.75 0.80 % 2025 3,008,859 222,083,017 73.81 223,088,525 74.14 6.16 % 2026 1,864,176 162,007,646 86.91 166,250,784 89.18 3.82 % 2027 2,195,858 167,767,975 76.40 171,678,763 78.18 4.49 % 2028 3,570,229 301,652,841 84.49 322,664,501 90.38 7.31 % 2029 3,734,123 286,076,134 76.61 310,701,506 83.21 7.64 % 2030 2,735,795 216,748,858 79.23 236,311,071 86.38 5.60 % 2031 2,233,713 196,900,223 88.15 214,966,960 96.24 4.57 % 2032 2,885,652 221,634,397 76.81 263,763,756 91.41 5.91 % 2033 3,017,337 232,252,971 76.97 275,703,917 91.37 6.18 % Thereafter 16,801,943 1,444,160,351 85.95 1,726,132,587 102.73 34.39 % _______________ (1) Includes 100% of unconsolidated joint venture properties.
Added
(2) Represents the monthly contractual base rents and recoveries from clients under existing leases as of December 31, of each year presented, multiplied by twelve. These annualized amounts are before rent abatements and include expense reimbursements, which may be estimates as of such date.
Removed
(5) Represents leases that expired on December 31, 2024. (6) Includes 261,046 square feet related to Reston Corporate Center which was taken out of service on January 1, 2025.
Added
(5) Percentage of Total Square Feet 2026 1,226,593 103,023,260 83.99 105,487,118 86.00 2.58 % 2027 1,832,213 138,737,924 75.72 140,026,651 76.42 3.85 % 2028 2,958,476 255,254,975 86.28 268,533,265 90.77 6.22 % 2029 3,663,446 284,731,310 77.72 301,580,010 82.32 7.70 % 2030 2,631,335 210,016,985 79.81 221,813,826 84.30 5.53 % 2031 2,739,124 242,543,446 88.55 260,181,975 94.99 5.75 % 2032 2,753,264 213,979,655 77.72 249,842,156 90.74 5.78 % 2033 3,255,888 270,987,694 83.23 313,999,693 96.44 6.84 % 2034 3,553,045 348,737,490 98.15 389,967,585 109.76 7.46 % Thereafter 15,495,476 1,309,674,185 84.52 1,567,654,819 101.17 32.55 % __________________ (1) Includes 100% of unconsolidated joint venture properties.
Added
(3) Lease expirations exclude Gateway Commons and North First Business Park. We sold our interest in the joint venture that owns Gateway Commons on January 2, 2026. North First Business Park was sold on January 14, 2026. See Note 17 to the Consolidated Financial Statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−2 removed6 unchanged
Biggest changePeriod (a) Total Number of Units Purchased (b) Average Price Paid per Unit (c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased October 1, 2024 – October 31, 2024 — $ — N/A N/A November 1, 2024 – November 30, 2024 1,568 (1) 0.25 N/A N/A December 1, 2024 – December 31, 2024 — — N/A N/A Total 1,568 $ 0.25 N/A N/A ____________________ (1) Represents LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP.
Biggest changePeriod (a) Total Number of Units Purchased (b) Average Price Paid per Unit (c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased October 1, 2025 – October 31, 2025 35 (1) $ 70.10 N/A N/A November 1, 2025 – November 30, 2025 — — N/A N/A December 1, 2025 – December 31, 2025 — — N/A N/A Total 35 $ 70.10 N/A N/A ____________________ (1) Represents common units previously held by BXP that were redeemed in connection with the surrender of 50 Table of Contents shares of restricted common stock of BXP by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
Period (a) Total Number of Shares of Common Stock Purchased (b) Average Price Paid per Common Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs October 1, 2024 – October 31, 2024 — $ — N/A N/A November 1, 2024 – November 30, 2024 35 (1) 80.95 N/A N/A December 1, 2024 – December 31, 2024 — — N/A N/A Total 35 $ 80.95 N/A N/A ____________________ (1) Represents shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
Period (a) Total Number of Shares of Common Stock Purchased (b) Average Price Paid per Common Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs October 1, 2025 – October 31, 2025 35 (1) $ 70.10 N/A N/A November 1, 2025 – November 30, 2025 — — N/A N/A December 1, 2025 – December 31, 2025 — — N/A N/A Total 35 $ 70.10 N/A N/A ____________________ (1) Represents shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
Stock Performance Graph The following graph provides a comparison of cumulative total stockholder return for the period from December 31, 2019 through December 31, 2024, among BXP, Standard & Poor’s (“S&P”) 500 Index, FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”) and the FTSE Nareit Office REIT Index (the “Office REIT Index”).
Stock Performance Graph The following graph provides a comparison of cumulative total stockholder return for the period from December 31, 2020 through December 31, 2025, among BXP, Standard & Poor’s (“S&P”) 500 Index, FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”) and the FTSE Nareit Office REIT Index (the “Office REIT Index”).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The common stock of BXP, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February 21, 2025, BXP had approximately 1,009 stockholders of record. There is no established public trading market for BPLP’s common units.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The common stock of BXP, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February 20, 2026, BXP had approximately 943 stockholders of record. There is no established public trading market for BPLP’s common units.
Of these shares, 178,705 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the common shares. (b) Not Applicable. (c) Issuer Purchases of Equity Securities.
Of these shares, 67,569 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the shares of common stock. (b) Not Applicable. (c) Issuer Purchases of Equity Securities.
On February 21, 2025, there were approximately 344 holders of record and 176,738,933 common units outstanding, 158,209,602 of which were held by BXP. To maintain its qualification as a REIT, BXP must make annual distributions to its stockholders of at least 90% of its taxable income (not including net capital gains and with certain other adjustments).
On February 20, 2026, there were approximately 283 holders of record and 177,458,651 common units outstanding, 158,629,124 of which were held by BXP. To maintain its qualification as a REIT, BXP must make annual distributions to its stockholders of at least 90% of its taxable income (not including net capital gains and with certain other adjustments).
The data shown is based on the share prices or index values, as applicable, at the end of each month shown. 49 Table of Contents As of the year ended December 31, 2019 2020 2021 2022 2023 2024 BXP, Inc. $ 100.00 $ 71.65 $ 90.43 $ 55.54 $ 61.55 $ 69.01 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Equity REIT Index $ 100.00 $ 92.00 $ 131.78 $ 99.67 $ 113.35 $ 123.25 Office REIT Index $ 100.00 $ 81.56 $ 99.51 $ 62.07 $ 63.34 $ 76.95 BXP (a) During the three months ended December 31, 2024, BXP issued an aggregate of 195,132 shares of common stock in exchange for 195,132 common units of limited partnership held by certain limited partners of BPLP.
The data shown is based on the share prices or index values, as applicable, at the end of each month shown. 49 Table of Contents As of the year ended December 31, 2020 2021 2022 2023 2024 2025 BXP, Inc. $ 100.00 $ 126.22 $ 77.52 $ 85.91 $ 96.33 $ 91.77 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Equity REIT Index $ 100.00 $ 143.24 $ 108.34 $ 123.21 $ 133.97 $ 137.83 Office REIT Index $ 100.00 $ 122.00 $ 76.10 $ 77.65 $ 94.35 $ 81.15 BXP (a) During the three months ended December 31, 2025, BXP issued an aggregate of 147,217 shares of common stock in exchange for 147,217 common units of limited partnership held by certain limited partners of BPLP.
Removed
BPLP (a) None. (b) Not Applicable. (c) Issuer Purchases of Equity Securities.
Added
BPLP (a) Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued.
Removed
Under the terms of the applicable LTIP unit vesting agreements, such LTIP units were repurchased at a price $0.25 per unit, which was the amount originally paid by such employee for such units. 50 Table of Contents
Added
During the three months ended December 31, 2025, in connection with issuances of common stock by BXP pursuant to purchases under the 2021 Plan, BPLP issued an aggregate of 702 common units to BXP. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. (b) Not Applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

19 edited+21 added−50 removed21 unchanged
Biggest changeSome of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following: • volatile or adverse global economic and political conditions, health crises and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition; • general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on attractive terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate); • failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully; • the ability of our joint venture partners to satisfy their obligations; • risks and uncertainties affecting property development and construction (including, without limitation, supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities); • risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing; 52 Table of Contents • risks associated with forward interest rate contracts and derivatives and the effectiveness of such arrangements; • risks associated with actual or threatened terrorist attacks; • costs of compliance with the Americans with Disabilities Act and other similar laws; • potential liability for uninsured losses and environmental contamination; • risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change; • risks associated with security breaches, incidents, and compromises through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings; • risks associated with legal proceedings and other claims that could result in substantial monetary damages and other costs; • risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended; • possible adverse changes in tax and environmental laws; • the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results; • risks associated with possible state and local tax audits; and • risks associated with our dependence on key personnel whose continued service is not guaranteed.
Biggest changeSome of the risks and uncertainties that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the following risks and uncertainties, among others: • volatile or adverse economic, capital markets and political conditions, including continued inflation, elevated interest rates, supply chain disruptions, policy changes related to tariffs and prolonged government shutdowns or disruptions, which may directly or indirectly impact us, our current clients and our prospective clients, including their demand for office space, and the costs and availability of construction materials and the economic returns on our construction and development activities; • volatile or adverse geopolitical conflicts and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition; • risks associated with the availability and terms of financing, the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing and the use of forward interest rate contracts and derivatives and the effectiveness of such arrangements; • general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on attractive terms, sustained changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate); • failure to integrate acquisitions and developments successfully; • risks and uncertainties affecting property development and construction; • the ability of our joint venture partners to satisfy their obligations; • risks associated with actual or threatened terrorist attacks; • costs of compliance with the Americans with Disabilities Act and other similar laws; • potential liability for uninsured losses and environmental contamination; • risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change; 52 Table of Contents • risks associated with our use of AI and cyber security breaches, incidents and compromises, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings; • risks associated with legal proceedings and other claims that could result in substantial monetary damages and other costs; • risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”); • possible adverse changes in tax and environmental laws; • the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results; • risks associated with possible state and local tax audits; and • risks associated with our dependence on key personnel whose continued service is not guaranteed.
As clients choose premier workplaces in sound financial condition, with building owners that are committed for the long term to their properties operated by the best property management teams, we expect to continue to be successful in gaining market share.
As clients choose premier workplaces in sound financial condition with building owners that are committed to their properties for the long term and operated by the best property management teams, we expect to continue to be successful in gaining market share.
The forward-looking statements are contained principally, but not only, under the captions “Business—Business and Growth Strategies,” “ Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management.
The forward-looking statements are contained principally, but not only, under the captions “Business — Business and Growth Strategies” “ Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management.
When used, the words “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “will” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements.
When used, the words “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “will,” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements.
As of December 31, 2024, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.8 years, and (2) our 20 largest clients, based on square feet, was approximately 9.4 years.
As of December 31, 2025, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.9 years, and (2) our 20 largest clients, based on square feet, was approximately 9.8 years.
This outperformance is evident in BXP’s portfolio where we derive approximately 88% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs. We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of December 31, 2024, multiplied by twelve.
This outperformance is evident in BXP’s portfolio where we derive approximately 90% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs. We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of December 31, 2025, multiplied by twelve.
(4) Represents leases executed during the year ended December 31, 2024 for which we either (1) commenced lease revenue recognition in such period or (2) will commence lease revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development.
(4) Represents leases executed during the year ended December 31, 2025 for which we either (1) commenced lease revenue recognition in such quarter or (2) will commence lease revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development.
(7) Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 2,820,354 square feet of second generation leases that had been occupied within the prior 12 months for the year ended December 31, 2024; excludes leases that management considers temporary because the client is not expected to occupy the space on a long-term basis.
(7) Represents the increase (decrease) in gross rent (base rent plus expense reimbursements) under the new leases versus expired leases on the 2,453,253 square feet of second generation leases that had been occupied within the prior 12 months; excludes leases that management considers temporary because the client is not expected to occupy the space on a long-term basis.
Of the 4,022,122 square feet of second generation leases that commenced during the year ended December 31, 2024, leases for 3,105,337 square feet were signed in prior periods. (6) Total transaction costs include tenant improvements and leasing commissions but exclude free rent concessions and other inducements in accordance with GAAP.
Of the 3,945,942 square feet of second generation leases that commenced revenue recognition during the year ended December 31, 2025, leases for 3,067,250 square feet were signed in prior periods. (6) Total transaction costs include tenant improvements and leasing commissions but exclude free rent concessions and other inducements in accordance with GAAP.
We believe our key competitive advantages are our commitment to the office asset class and to our clients as many competitors have divested in the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and one of the highest quality portfolios of 53 Table of Contents premier workplaces in the U.S. assembled over several decades of intentional development, acquisitions and dispositions.
We believe our key competitive advantages are our commitments to the office asset class and to our clients as many competitors have divested from the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and the high quality of our portfolio of premier 53 Table of Contents workplaces.
We believe this strategy provides a competitive advantage that helps BXP distinguish itself from competitors as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces to encourage more in-person work. This interest has accelerated the flight to quality in the office industry.
We believe this strategy provides a competitive advantage as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces. This interest has accelerated the flight to quality in the office market.
The total square feet of leases e xecuted and recognized during the year ended December 31, 2024 is 943,147 square feet. (5) Second generation leases are defined as leases for space that we have previously leased.
The total square feet of leases executed during the year ended December 31, 2025 for which we recognized lease revenue in the year ended December 31, 2025 is 886,021. (5) Second generation leases are defined as leases for space that we have previously leased.
As of December 31, 2024, these in-service properties were approximately 81.6% occupied and approximately 83.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
As of December 31, 2025, our CBD assets were 89.8% occupied and 92.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
Overall, we believe that our operating environment is improving. Although all the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we have started to see pockets of strength where low availability is driving constructive client behavior, particularly in New York and Boston which accounts for 61% of our share of annualized rental obligations.
Leasing Activity and Occupancy Although all of the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we continue to see pockets of strength where low availability is driving constructive client behavior.
(8) Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 2,820,354 square feet of second generation leases that had been occupied within the prior 12 months for the year ended December 31, 2024. For descriptions of significant transactions that we completed during 2024, see “
(3) Represents the increase (decrease) in net rent (gross rent less operating expenses) under the new leases versus expired leases on the 898,799 square feet of second generation leases that had been occupied within the prior 12 months.
Overview BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of December 31, 2024) in the United States that develops, owns, and manages primarily premier workplaces.
Overview BXP is one of the largest publicly traded office REITs (based on total market capitalization as of December 31, 2025) in the United States that develops, owns, and manages primarily premier workplaces. Our properties are concentrated in six dynamic gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.
Leasing Statistics The table below details our vacancy and the leasing activity, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the year ended December 31, 2024: Year ended December 31, 2024 (Square Feet) Vacant space available at the beginning of the period 5,696,007 Vacant space from property dispositions/properties taken out of service (1) (580,232) Vacant space from properties placed (and partially placed) in-service (2) 831,121 Leases expiring or terminated during the period 4,952,232 Total space available for lease 10,899,128 1 st generation leases 754,932 2 nd generation leases with new clients 1,965,698 2 nd generation lease renewals 2,056,424 Total space leased (3) 4,777,054 Vacant space available for lease at the end of the period 6,122,074 Leases executed during the period (4) 5,648,615 Second generation leasing information : (5) Leases commencing during the period, in square feet 4,022,122 Weighted Average Lease Term 89 Months Weighted Average Free Rent Period 140 Days Total Transaction Costs Per Square Foot (6) $79.32 Increase in Gross Rents (7) 1.38 % Increase in Net Rents (8) 1.79 % __________________ (1) Total square feet from properties taken out of service during the year ended December 31, 2024 consists of 205,355 square feet at 1100 Winter Street, 162,274 square feet at 1050 Winter Street, 111,183 square feet at Kingstowne One, 71,420 square feet at 15825 Shady Grove Road and 30,000 square feet at 17 Hartwell Avenue.
(4) Represents signed leases for which lease revenue recognition has commenced in accordance with GAAP and signed leases for vacant space with future commencement dates. 55 Table of Contents The table below details the vacancy and leasing activity in our portfolio, including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the year ended December 31, 2025: Year ended December 31, 2025 (Square Feet) Vacant space available at the beginning of the period 6,122,074 Vacant space from property dispositions/properties taken out of service (1) (890,984) Vacant space from properties placed (and partially placed) in-service (2) 590,615 Leases expiring or terminated during the period 4,832,804 Total space available for lease 10,654,509 1 st generation leases (3) 366,440 2 nd generation leases with new clients (3) 2,397,971 2 nd generation lease renewals (3) 1,547,971 Total space leased (3) 4,312,382 Vacant space available for lease at the end of the period 6,342,127 Leases executed during the period, in square feet (4) 5,575,629 Second generation leasing information : (5) Leases commencing during the period, in square feet 3,945,942 Weighted Average Lease Term 89 Months Weighted Average Free Rent Period 195 Days Total Transaction Costs Per Square Foot (6) $94.32 Increase (Decrease) in Gross Rents (7) (3.41) % Increase (Decrease) in Net Rents (8) (5.41) % __________________ (1) Total square feet from properties taken out of service during the year ended December 31, 2025 consists of 261,046 square feet at Reston Corporate Center, 211,840 square feet at 1000 Winter Street, 201,634 square feet at Reservoir Place, 102,980 square feet at Market Square North, 89,851 square feet at 140 Kendrick Street and 23,633 square feet at 200 Clarendon Street.
Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service office and retail properties were approximately 89.4% leased at December 31, 2024.
BXP’s total portfolio was 89.4% leased (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP), an increase of 60 basis points from the third quarter of 2025.
(2) Total square feet from properties placed (and partially placed) in-service during the year ended December 31, 2024 consists of 239,908 square feet at 300 Binney Street, 187,048 square feet at 180 CityPoint, 117,907 square feet at 760 Boylston Street, 112,841 square feet at 103 CityPoint, 102,542 square feet at 360 Park Avenue South, 67,017 square feet at 651 Gateway and 3,858 square feet at Reston Next Office Phase II . 58 Table of Contents (3) Represents leases for which lease revenue recognition has commenced in accordance with GAAP during the year ended December 31, 2024 .
(2) Total square feet from properties placed (and partially placed) in-service during the year ended December 31, 2025 consists of 345,570 square feet at 360 Park Avenue South, 162,274 square feet at 1050 Winter Street and 82,771 square feet at Reston Next Office Phase II.
Removed
The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to adverse changes in general economic and capital market conditions, including inflation, increases in interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client behavior, sustained changes in client preferences and space utilization, as well as the other important factors below and the risks set forth in this Form 10-K in Part I, Item 1A.
Added
Through year-end 2027, we have relatively low exposure to contractual lease expirations with approximately 7.2% of our share of the square footage of our in-service portfolio expiring. During the fourth quarter of 2025, BXP continued to successfully execute on the multi-year strategic action plan introduced at our September 2025 Investor Day.
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Our properties are concentrated in six dynamic gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. BPLP is the entity through which BXP conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets.
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The action plan focuses on earnings growth, which we expect will be achieved through a combination of increased occupancy and development deliveries, and reducing leverage through asset sales and retention of cash flow. Our progress reflects steady advancement across each of these key priorities.
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Clients and their advisors are increasingly focused on these attributes for their building owners, which distinguishes BXP among its competitors.
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Growth in Funds from Operations (“FFO”) per share depends in large part on the success of our leasing activity. Leasing momentum remained strong during the fourth quarter of 2025, as we signed leases for more than 1.8 million square feet.
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As of December 31, 2024, these CBD assets are 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).
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Consistent with the asset sales program outlined at our September 2025 Investor Day, as of February 20, 2026, BXP completed property sales with an aggregate gross sales price of approximately $1.17 billion.
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Outlook The important market forces impacting BXP continue to be corporate earnings growth, return-to-office behavior, limited new development starts and the outperformance of premier workplaces, all of which are currently serving as tailwinds to BXP’s performance. Interest rates also remain a critical factor but are on a more uncertain trajectory.
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These asset sales enhance balance sheet flexibility and support our capital needs and strategic priorities, and fall into the following categories: • Land Sales: Multiple land dispositions across our Boston, San Francisco and Washington, DC regions which aggregated a gross sales price of approximately $266.4 million. • Residential Sales: The sales of Proto in Cambridge, Massachusetts and Signature in Reston, Virginia which aggregated a gross sales price of approximately $407.5 million. • Non-Strategic Office Sales: The sale of 140 Kendrick Street in Needham, Massachusetts, and BXP’s ownership interests in Gateway Commons in South San Francisco, California and Market Square North in Washington, DC which aggregated a gross sales price of approximately $491.5 million.
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Inflation rose in the last three months of 2024 to 2.9%, remaining above the Federal Reserve’s 2% target, and the December 2024 employment data indicated new job creation exceeded market expectations. As a result, the Federal Reserve has become more cautious, lowering its forecast of Federal funds rate cuts in 2025.
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Outlook Leasing conditions across BXP’s portfolio remain constructive. Fourth quarter and full-year 2025 leasing results exceeded expectations, supporting anticipated occupancy gains throughout 2026.
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In the fixed income markets, long-term interest rates have increased approximately 100 basis points since the Federal Reserve's first rate cut in September 2024. Notwithstanding these uncertainties, we expect short-term interest rates to remain lower in 2025 compared to 2024, which would be a positive for both BXP and our clients' cost of capital.
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While market conditions continue to vary by region, demand remains concentrated in our highest-quality CBD assets, particularly in Midtown Manhattan, the Back Bay of Boston, Reston Town Center, and select submarkets in San Francisco. 54 Table of Contents Looking ahead, in-service vacant space leasing and coverage of near-term expirations are expected to be the primary drivers of occupancy and same-store revenue growth.
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Though we are in the early stages of the new presidential administration, we believe many of the initial articulated policies are generally business friendly, particularly lower taxes and less regulation, which could build the confidence of our clients and, as a result, potentially stimulate leasing activities.
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With a manageable level of 2026 expirations, a growing pipeline of active negotiations, and a meaningful number of executed leases scheduled to commence this year, we remain on track to achieve occupancy improvements by year-end 2026, consistent with the targets outlined at our September 2025 Investor Day.
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An area of concern with the new presidential administration's policies is the potential impact to interest rates, given that new tariffs, if implemented, could be inflationary and tax cuts without corresponding spending cuts could lead to longer fiscal deficits and higher long-term treasury yields in the debt markets. 54 Table of Contents The evolving operating environment impacts various aspects of our operating activities as: • labor market conditions shift, which has gradually increased employer demand for mandatory in-person workdays; • private market debt financing, both for construction and existing assets, continues to be challenging to arrange despite broader market improvements as lenders remain focused on top-tier sponsorship and derisked financing opportunities; and • construction costs have increased and, although much of the cost for our active development pipeline is fixed, the cost of potential future construction activity continues to increase.
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On the supply side, new office construction has effectively halted, improving long-term supply-demand fundamentals across many of our markets. Capital markets sentiment toward the office sector continues to improve, evidenced by increasing private market transaction activity and greater availability of debt and equity capital at more attractive pricing.
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In light of the uncertain trajectory of the U.S. and global economies, we continue to position BXP for success by ensuring ample liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.
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This backdrop is expected to support both our leasing momentum and continued progress on our strategic asset sales and capital recycling initiatives throughout 2026.
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We remain focused on: • continuing to embrace our leadership position in the premier workplace segment and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market share; • leasing available space in our in-service and development properties, as well as proactively focusing on future lease expirations; • completing the construction and leasing of our development properties; • pursuing attractive asset class adjacencies where we have a track record of success, such as residential development; • continuing to enhance the overall quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, that we believe no longer fit within our portfolio strategy or could attract premium pricing in the current market; • actively managing our operations in a sustainable and responsible manner; and • prioritizing risk management by actively managing liquidity, investing more extensively with joint venture partners to manage our debt levels, and being highly selective in new investment commitments.
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In the fourth quarter of 2025, we executed 87 leases totaling more than 1.8 million square feet with a weighted-average lease term of approximately 11.3 years. At December 31, 2025, BXP’s total in-service portfolio occupancy was 86.7%, an increase of 70 basis points from the third quarter of 2025.
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The following is an overview of leasing and investment activity in the fourth quarter of 2024 and recent business highlights. Leasing Activity and Occupancy To be successful in any leasing environment, we believe we must consider all aspects of the client-landlord relationship.
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An overview of the leasing activity in each of our regions for the three months ended December 31, 2025 is set forth in the table below. Amounts shown are in square feet, except for percentages, and include 100% of the unconsolidated joint venture properties.
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In this regard, we believe that our competitive leasing advantage is based on the following attributes: • our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets; • our track record of developing and operating premier workplaces in a sustainable and responsible manner; • our reputation as a high-quality developer, owner and manager of premier workplaces in our markets; • our financial strength, including our ability to fund our share of lease obligations and maintain premier building standards; and • our relationships with local brokers.
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Leases commenced (1) Region Leases executed (2) Total Second generation space vacant Change in second generation cash rents, net (3) Occupancy Leased (4) Boston 363,248 330,378 213,655 15.35 % 91.9 % 93.1 % Los Angeles 2,971 9,117 6,644 (6.27) % 86.5 % 87.0 % New York 563,236 486,371 374,256 (3.91) % 83.8 % 89.4 % San Francisco 368,189 148,903 57,133 (30.47) % 77.0 % 79.2 % Seattle 4,393 26,039 13,105 (9.51) % 79.8 % 81.3 % Washington, DC 509,103 296,353 234,006 (15.91) % 91.7 % 93.8 % Total / Weighted Average 1,811,140 1,297,161 898,799 (5.46) % 86.7 % 89.4 % __________________ (1) Represents space with signed leases for which lease revenue recognition has commenced in accordance with GAAP during the three months ended December 31, 2025.
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In the fourth quarter of 2024, we executed 83 leases totaling more than 2.3 million square feet with a weighted-average lease term of approximately 10.3 years. This result represents BXP’s strongest leasing quarter since the second quarter of 2019, and the amount leased is approximately 130% of our historical 10-year average for the 55 Table of Contents fourth quarter.
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(2) Represents leases executed during the three months ended December 31, 2025 for which we either (1) commenced lease revenue recognition in such quarter or (2) will commence lease revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development.
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For full year 2024, we executed 291 leases totaling approximately 5.6 million square feet with a weighted-average lease term of 9.8 years. At December 31, 2024, BXP’s CBD portfolio was 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
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The total square feet of leases executed during the three months ended December 31, 2025 for which we recognized lease revenue in the three months ended December 31, 2025 is 275,420.
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Approximately 88% of our share of annualized rental obligations comes from assets located in our CBD portfolio, underscoring the strength of BXP’s strategy to invest in the highest quality buildings in dynamic urban gateway markets.
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(3) Represents leases for which lease revenue recognition has commenced in accordance with GAAP during the year ended December 31, 2025.
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At December 31, 2024, the overall occupancy of our in-service office and retail properties was 87.5%, an increase of 50 basis points from September 30, 2024. We define occupancy as space with signed leases for which revenue recognition has commenced in accordance with GAAP.
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(8) Represents the increase (decrease) in net rent (gross rent less operating expenses) under the new leases versus expired leases on the 2,453,253 square feet of second generation leases that had been occupied within the prior 12 months. 56 Table of Contents Investment Activity In 2025, BXP commenced construction on 343 Madison Avenue in New York City, New York. 343 Madison Avenue will be a highly amenitized, sustainably designed, 46-story, 930,000 square foot premier workplace located on one of the most desirable office development sites in Manhattan with direct access to Grand Central Station.
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Investment Activity We remain in active pursuit of opportunities in our core markets and asset types with primarily two types of counterparties: lenders to highly leveraged assets that require recapitalization and institutional owners seeking to divest from the office asset class.
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The project is 29% pre-leased as of February 20, 2026, and BXP is in active discussions with other prospective clients.
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To date, there has been limited market transaction activity for higher-quality office assets, though owners are increasingly testing the market to understand pricing.
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BXP fully placed three development properties into service in 2025, reflecting continued execution on its development pipeline and the successful delivery of premier workplace assets: • 1050 Winter Street, an approximately 162,000 square foot office building located in the urban edge of Boston, Massachusetts.
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We continually evaluate current and prospective markets for possible acquisitions of “value-add” assets that require lease-up or repositioning, and acquisitions that are otherwise consistent with our long-term strategy of owning, managing, developing, and improving premier workplaces in each of our chosen markets.
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As of February 20, 2026, the project is 100% leased. • Reston Next Office Phase II, an approximately 87,000 square foot boutique premier workplace located in Reston, Virginia.
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Additional new acquisition opportunities will likely increase in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet client demand by focusing on premier workplaces.
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As of February 20, 2026, the project is 92% leased. • 360 Park Avenue South, an approximately 448,000 square foot premier workplace located in New York City, New York, in which we have an approximately 71% ownership interest. As of February 20, 2026, the project is 59% leased. For descriptions of significant transactions that we completed during 2025, see “
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Consistent with this strategy, on December 27, 2024, we completed the acquisition of 725 12th Street, an approximately 300,000 square foot, 12-story property in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million. We will be redeveloping the property into an approximately 320,000 square foot premier workplace.
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In conjunction with the closing, we signed a lease agreement with global law firm, McDermott Will & Emery LLP, covering approximately 152,000 square feet in the top five floors of the “to-be-constructed” premier workplace.
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We are currently negotiating with a client for the majority of the remaining space, although there is no guarantee we will lease such space on the terms contemplated or at all.
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Ideally located in the CBD of Washington, DC, the property sits three blocks from the White House and steps from Metro Center Station, the transportation hub for the City’s Metrorail service, where the Red, Orange, Blue, and Silver lines converge.
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As of December 31, 2024, our development/redevelopment pipeline consisted of seven properties that, when completed, we expect will total approximately 2.3 million net rentable square feet. Our share of the estimated total cost for these projects is approximately $2.3 billion, of which approximately $1.3 billion remains to be invested.
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The commercial space in the pipeline, which excludes the residential project, was 50% pre-leased as of February 21, 2025. In the fourth quarter of 2024, we completed and fully placed in-service 300 Binney Street, an approximately 240,000 square foot laboratory/life sciences project located in Cambridge, Massachusetts, in which BXP has a 55% ownership interest.
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This project is 100% leased to the Broad Institute. As we continue to focus on new investments to drive future growth, we regularly review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current market.
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In addition, the BXP regional teams are pursuing alternative uses for some of our suburban land holdings, which includes vacant office buildings for which the highest and best use may not be office.
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We are currently in active negotiations for the disposition of three land sites and we expect to put an operating property into the market for sale in 2025. If successful, these sales in aggregate could generate approximately $200.0 million of net proceeds in 2025, although it is possible that one of the land sales does not close until 2026.
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However, there can be no assurance that we will complete any of these transactions on the terms and schedule currently contemplated or at all.
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A brief overview of each of our markets follows. 56 Table of Contents Boston During the fourth quarter of 2024, we executed approximately 682,000 square feet of leases and approximately 430,000 square feet of leases commenced in the Boston region.
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Approximately 146,000 square feet of the leases that commenced had been vacant for less than one year and represent a decrease in net rental obligations of approximately 0.3% over the prior leases.
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As of December 31, 2024, our approximately 8.4 million square foot Boston CBD in-service portfolio was approximately 95.6% occupied and approximately 97.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
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Our approximately 2.7 million square foot in-service CBD portfolio in Cambridge was approximately 96.6% occupied and 97.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP) as of December 31, 2024.
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As of December 31, 2024, our approximately 4.8 millions square foot Route 128-Mass Turnpike in-service portfolio was approximately 75.6% occupied and approximately 77.7% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
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Los Angeles Our Los Angeles (“LA”) in-service portfolio of approximately 2.3 million square feet is currently focused in West LA and includes Colorado Center, an approximately 1.1 million square foot property of which we own 50%, and Santa Monica Business Park, a 21-building, approximately 1.2 million square foot property.
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As of December 31, 2024, our LA in-service properties were approximately 84.9% occupied and 87.4% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).
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New York During the fourth quarter of 2024, we executed approximately 574,000 square feet of leases in the New York region and approximately 575,000 square feet of leases commenced.
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Approximately 199,000 square feet of the leases that commenced had been vacant for less than one year, and they represent a decrease in net rental obligations of approximately 5.9% over the prior leases.

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Other BXP 10-K year-over-year comparisons