--- ticker: BXP company: BXP filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 0 risks_removed: 0 risks_modified: 6 risks_unchanged: 42 source: SEC EDGAR url: https://riskdiff.com/bxp/2026-vs-2025/ markdown_url: https://riskdiff.com/bxp/2026-vs-2025/index.md generated: 2026-05-10 --- # BXP: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-10 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > BXP's risk factor section remained largely stable between 2025 and 2026, with no risks added or removed but six substantively modified. The modifications focused on AI/machine learning risks, property liquidity constraints, and macroeconomic vulnerabilities including credit market disruptions, reflecting evolving concerns around technology adoption, asset monetization flexibility, and economic headwinds impacting dividend sustainability. --- ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 0 | | Risks modified | 6 | | Unchanged | 42 | --- ## Modified: The use of technology based on artificial intelligence and machine learning presents risks and challenges that may adversely affect our business and results of operations. **Key changes:** - Reworded sentence: "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." **Prior (2025):** We use artificial intelligence and machine learning technology (collectively, "AI") capabilities with the goal of enhancing efficiencies in conducting our business. Our deployment and application of AI remains ongoing. 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. These 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. 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. There can be no assurance that we will properly implement AI, and the failure to do so could have a material adverse effect on our results of operations or financial condition. **Current (2026):** We use artificial intelligence and machine learning technology (collectively, "AI") capabilities with the goal of enhancing efficiencies in conducting our business. Our deployment and application of AI remains ongoing. 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. These 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. 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. There can be no assurance that we will properly implement AI, and the failure to do so could have a material adverse effect on our results of operations or financial condition. --- ## Modified: We may have difficulty selling our properties, which may limit our flexibility. **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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)." **Prior (2025):** 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. In addition, federal tax laws limit our ability to sell properties and this may affect our ability to sell properties without adversely affecting returns to our securityholders. These restrictions reduce our ability to respond to changes in the performance of our investments and could adversely affect our financial condition and results of operations. 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. Furthermore, as a REIT, BXP may be subject to a 100% "prohibited transactions" tax on the gain from dispositions of property if BXP is deemed to hold the property primarily for sale to customers in the ordinary course of business, unless the disposition qualifies under a safe harbor exception for properties that have been held for at least two years and with respect to which certain other requirements are met. The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or other opportunities that might otherwise be attractive to us, or to undertake such dispositions or other opportunities through a taxable REIT subsidiary, which would generally result in income taxes being incurred. If we dispose of these properties outright in taxable transactions, we may be required to distribute a significant amount of the taxable gain to our securityholders under the requirements of the Code applicable to REITs, which in turn would impact our future cash flow and may increase our leverage. In some cases, without incurring additional costs we may be restricted from disposing of properties contributed in exchange for our partnership interests under tax protection agreements with contributors. 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). **Current (2026):** 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. This may limit our ability to change our portfolio promptly in response to changes in economic or other conditions or to execute on our multi-year asset sales program. Any such inability to dispose of certain assets on the timelines we anticipate or on terms that are favorable to us, or at all, could negatively impact the proceeds we expect the multi-year asset sales program to generate, and accordingly, could adversely affect our financial condition and results of operations. In addition, federal tax laws limit our ability to sell properties, which may affect our ability to sell properties without adversely affecting returns to our securityholders and our ability to dispose of certain of our properties is further 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. Furthermore, as a REIT, BXP may be subject to a 100% "prohibited transactions" tax on the gain from dispositions of property if BXP is deemed to hold the property primarily for sale to customers in the ordinary course of business, unless the disposition qualifies under a safe harbor exception for properties that have been held for at least two years and with respect to which certain other requirements are met. The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or other opportunities that might otherwise be attractive to us, or to undertake such dispositions or other opportunities through a taxable REIT subsidiary, which would generally result in income taxes being incurred. If we dispose of these properties outright in taxable transactions, we may be required to distribute a significant amount of the taxable gain to our securityholders under the requirements of the Code applicable to REITs, which in turn would impact our future cash flow and may increase our leverage. In some cases, without incurring additional costs we may be restricted from disposing of properties contributed in exchange for our partnership interests under tax protection agreements with contributors. 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 25 25 Table of Contents Table of Contents --- ## Modified: Market 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 distributions. **Key changes:** - Reworded sentence: "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." **Prior (2025):** Our business may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the real estate industry as a whole and/or the local economic conditions in the markets in which our properties are located. 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. 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 20 20 Table of Contents 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. **Current (2026):** Our business may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the real estate industry as a whole and/or the local economic conditions in the markets in which our properties are located. 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. 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 19 19 Table of Contents 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. For example, in connection with our offering of 2.00% Exchangeable Senior Notes due 2030 in September 2025, we entered into capped call transactions with certain option counterparties. The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral. Further, global economic conditions have resulted in the actual or perceived failure or financial difficulties of certain financial institutions and could adversely impact the option counterparties' performance under the capped call transactions. We can provide no assurances as to the financial stability or viability of the option counterparties. --- ## Modified: Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity and debt securities. **Key changes:** - Reworded sentence: "As of February 20, 2026, our Consolidated Debt was approximately $15.6 billion (excluding unconsolidated joint venture debt)." - Reworded sentence: "In the event our senior debt is downgraded from its current ratings, we would likely incur higher borrowing costs and/or difficulty in obtaining additional financing." - Removed sentence: "35 35 35 Table of Contents Table of Contents" **Prior (2025):** As of February 21, 2025, our Consolidated Debt was approximately $15.7 billion (excluding unconsolidated joint venture debt). The following table presents Consolidated Market Capitalization as well as the corresponding ratios of Consolidated Debt to Consolidated Market Capitalization (dollars and shares / units in thousands): February 21, 2025Shares / Units OutstandingCommon Stock EquivalentEquivalent Value (1)Common Stock158,210 158,210 $10,894,341 Common Operating Partnership Units18,529 18,529 1,275,907 (2)Total Equity (A)176,739 $12,170,248 Consolidated Debt (B)$15,682,822 Consolidated Market Capitalization (A + B)$27,853,070 Consolidated Debt/Consolidated Market Capitalization [B / (A + B)]56.31 % Common Operating Partnership Units _______________ (1)Values are based on the closing price per share of BXP's Common Stock on February 21, 2025 of $68.86. (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. Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Our senior unsecured debt is currently rated investment grade by two major rating agencies. However, there can be no assurance that we will be able to maintain these ratings. In December 2023 and January 2024, our senior debt credit ratings were downgraded, although both remain investment grade. In the event our senior debt is further downgraded from its current ratings, we would likely incur higher borrowing costs and/or difficulty in obtaining additional financing. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally. 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 35 35 Table of Contents Table of Contents **Current (2026):** As of February 20, 2026, our Consolidated Debt was approximately $15.6 billion (excluding unconsolidated joint venture debt). 34 34 34 Table of Contents Table of Contents The following table presents Consolidated Market Capitalization and the corresponding ratios of Consolidated Debt to Consolidated Market Capitalization (dollars and shares / units in thousands): February 20, 2026Shares / Units OutstandingCommon Stock EquivalentEquivalent Value (1)Common Stock158,629 158,629 $9,657,334 Common Operating Partnership Units18,830 18,830 1,146,370 (2)Total Equity (A)177,459 $10,803,704 Consolidated Debt (B)$15,611,475 Consolidated Market Capitalization (A + B)$26,415,179 Consolidated Debt/Consolidated Market Capitalization [B / (A + B)]59.10 % Common Operating Partnership Units _______________ (1)Values are based on the closing price per share of BXP's Common Stock on February 20, 2026 of $60.88. (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. Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Our senior unsecured debt is currently rated investment grade by two major rating agencies. However, there can be no assurance that we will be able to maintain these ratings. In the event our senior debt is downgraded from its current ratings, we would likely incur higher borrowing costs and/or difficulty in obtaining additional financing. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally. 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. --- ## Modified: Actual or threatened terrorist attacks or other criminal acts may adversely affect our ability to generate revenues and the value of our properties. **Key changes:** - Reworded sentence: "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." **Prior (2025):** 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. 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. This could result in an overall decrease in the demand for office space in these markets 28 28 28 Table of Contents 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. In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. As a result of the foregoing, our ability to generate revenues and the value of our properties could decline materially. See also " - Some potential losses are not covered by insurance." **Current (2026):** 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. 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. 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. In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. As a result of the foregoing, our ability to generate revenues and the value of our properties could decline materially. See also " - Some potential losses are not covered by insurance." --- ## Modified: 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. **Key changes:** - Reworded sentence: "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." **Prior (2025):** 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. Approximately $0.9 billion of our variable rate debt has all been hedged with interest rates swaps to fix SOFR for all, or a portion of the applicable debt term. Interest rates remained elevated throughout 2024 and are expected to remain elevated through 2025. 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. Further, elevated interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging." In addition, high interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. **Current (2026):** 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. 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. Further, elevated interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging." In addition, high interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. --- *Data sourced from SEC EDGAR. Last updated 2026-05-10.*