BXP (BXP) risk factors, FY2025 10-K

Risks Related to Our Business and Operations

1. 01Our performance depends upon the economic conditions, particularly the supply and demand characteristics, of our markets—Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC26% rewritten
2. 02Market and economic volatility due to adverse economic and political conditions, health crises or dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions31% rewritten
3. 03Our success depends on key personnel whose continued service is not guaranteed

Risks Related to Real Estate

1. 04Our performance and value are subject to risks associated with our real estate assets and with the real estate industry
2. 05We face potential adverse effects from major clients’ bankruptcies or insolvencies
3. 06Our properties face significant competition
4. 07We face potential difficulties or delays renewing leases or re-leasing space
5. 08Our actual costs to develop properties may exceed our budgeted costs
6. 09Investment returns from our developed properties may be less than anticipated
7. 10We face risks associated with the development of mixed-use commercial and residential properties
8. 11Our use of joint ventures may limit our control over jointly owned investments and limit our flexibility to acquire other assets
9. 12We face the risk that third parties will not be able to service or repay loans we make to them
10. 13We face risks associated with property acquisitions
11. 14Acquired properties may expose us to unknown liability
12. 15Competition for acquisitions may result in increased prices for properties
13. 16We may have difficulty selling our properties, which may limit our flexibility34% rewritten
14. 17Because we own a hotel property, we face the risks associated with the hospitality industry
15. 18Failure to comply with Federal Government contractor requirements could result in substantial costs and loss of substantial revenue
16. 19Changes in rent control or rent stabilization and eviction laws and regulations in our markets could have a material adverse effect on our residential portfolio’s results of operations and residential property values
17. 20We did not obtain new owner’s title insurance policies in connection with properties acquired during BXP’s initial public offering
18. 21Some potential losses are not covered by insurance
19. 22Actual or threatened terrorist attacks or other criminal acts may adversely affect our ability to generate revenues and the value of our properties38% rewritten
20. 23We face 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
21. 24The use of technology based on artificial intelligence and machine learning presents risks and challenges that may adversely affect our business and results of operations41% rewritten
22. 25We face risks associated with our clients and contractual counterparties being designated “Prohibited Persons” by the Office of Foreign Assets Control
23. 26The outbreak of highly infectious or contagious diseases could adversely impact or cause disruption to our financial condition, results of operations, cash flows and liquidity and that of our clients
24. 27We face risks associated with climate change and severe weather events, as well as the regulatory efforts intended to reduce the effects of climate change33% rewritten
25. 28Potential liability for environmental contamination could result in substantial costs
26. 29Such laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers
27. 30Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs
28. 31Any future international activities will be subject to special risks and we may not be able to effectively manage our international business
29. 32We 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

Risks Related to Our Indebtedness and Financing

1. 33Our 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 all25% rewritten
2. 34Covenants in our debt agreements could adversely affect our financial condition
3. 35We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk
4. 36As of February 20, 2026, our Consolidated Debt was approximately $15.6 billion (excluding unconsolidated joint venture debt)75% rewritten
5. 37(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
6. 38We face risks associated with short-term liquid investments

Risks Related to Our Organization and Structure

1. 39Sales of properties and repayment of related indebtedness will have different effects on holders of interests in BPLP than on BXP’s stockholders
2. 40Agreement not to sell some properties
3. 41Limits on changes in control may discourage takeover attempts beneficial to stockholders
4. 42BPLP’s Partnership Agreement
5. 43We may change our policies without obtaining the approval of our stockholders25% rewritten

Risks Related to BXP’s Status as a REIT

1. 44Failure to qualify as a REIT would cause BXP to be taxed as a corporation, which would substantially reduce funds available for payment of dividends
2. 45In order to maintain BXP’s REIT status, we may be forced to borrow funds during unfavorable market conditions
3. 46We may be subject to adverse legislative or regulatory tax changes that could negatively impact our financial condition
4. 47We face possible adverse state and local tax audits and changes in state and local tax laws
5. 48Changes in market conditions could adversely affect the market price of BXP’s common stock
6. 49Further issuances of equity securities may be dilutive to current securityholders
7. 50The number of shares available for future sale could adversely affect the market price of BXP’s stock
8. 51Our involvement in legal proceedings and other claims may result in substantial monetary and other costs that have a material adverse effect on our results of operations
9. 52Changes in accounting pronouncements could adversely affect our operating results, in addition to the reported financial performance of our clients