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BOSTON PROPERTIES LTD PARTNERSHIP

For the period ended Mar 31, 2026. Filed May 7, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

BXP$63.54-4.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds.

BXP, Inc.

(a)During the three months ended March 31, 2026, BXP issued an aggregate of 49,365 shares of common stock in exchange for 49,365 common units of limited partnership held by certain limited partners of BPLP. Of these shares, 37,016 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.

Period · (a)Total Number of Shares of Common StockPurchased · (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
January 1, 2026 – January 31, 202619,957(1)$66.99N/AN/A
February 1, 2026 – February 28, 2026—$—N/AN/A
March 1, 2026 – March 31, 2026—$—N/AN/A
Total19,957$66.99N/AN/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.

Boston Properties Limited Partnership

(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. During the three months ended March 31, 2026, in connection with issuances of common stock by BXP pursuant to issuances of restricted common stock to employees under the Boston Properties, Inc. 2021 Stock Incentive Plan and purchases of common stock under the Boston Properties, Inc. 1999 Employee Stock Purchase Plan, BPLP issued an aggregate of approximately 98,256 common units to BXP in exchange for approximately $0.4 million, the aggregate proceeds of such common stock issuances 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.

(c)Issuer Purchases of Equity Securities.

Period · (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 Under the Plans or Programs
January 1, 2026 – January 31, 202619,957(1)$66.99N/AN/A
February 1, 2026 – February 28, 2026168,717(2)$0.25N/AN/A
March 1, 2026 – March 31, 2026—$—N/AN/A
Total188,674$7.31N/AN/A

(1)Represents common units previously held by BXP that were redeemed in connection with the surrender of 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.

(2)Represents 2023 MYLTIP units. The measurement period for the 2023 MYLTIP units ended on February 6, 2026 and BXP’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2023 MYLTIP units. Under the terms of the applicable 2023 MYLTIP award agreements, the 168,717 unearned 2023 MYLTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by each employee for the units.

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