BOSTON PROPERTIES LTD PARTNERSHIP
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
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
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001037540-25-000013
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001037540-26-000019
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 18 previous paragraphs and 18 current paragraphs.
14 unchanged; 3 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Removed paragraphs (1)
Reworded paragraphs (3)
Previous wording
(a)During the three months ended September 30, 2025, BXP issued an aggregate of 27,619 shares of common stock in exchange for 27,619 common units of limited partnership held by certain limited partners of BPLP. Of these shares, 1,213 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.
Current wording
(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.
Previous wording
(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 September 30, 2025, in connection with issuances of common stock by BXP pursuant to purchases under the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, as amended, BPLP issued an aggregate of 6,919.34 common units to BXP in exchange for approximately $0.41 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.
Current wording
(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.
Previous wording
(2)Represents LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable LTIP unit vesting agreements, the LTIP units were repurchased at a price of $0.25 per unit, which was the amount originally paid by such employee for the units.
Current wording
(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.