BXP Inc美股招股说明书(2026-03-06版)

BXP, INC. 152,905 SHARES OF COMMON STOCK This prospectus supplement is a supplement to the accompanying prospectus and relates to the possible issuance by us from time to time of up to152,905 shares of our common stock to holders of common units of partnership interest, or OP Units, in Boston Properties Limited Partnership, orBPLP, our operating partnership, and any of their pledgees, donees, transferees or other successors in interest. We may only offer our common stock ifthe holders of these OP Units present them for redemption, and we exercise our right to issue our common stock to the holders instead of paying a cashamount. The registration of the shares of our common stock covered by this prospectus supplement satisfies our contractual obligation to do so, but doesnot necessarily mean that the holders of OP Units will exercise their redemption rights or that upon any such redemption we will elect, in our sole andabsolute discretion, to redeem some or all of the OP Units for shares of our common stock instead of paying a cash amount. We will receive no cash proceeds from any issuance of the shares of our common stock covered by this prospectus supplement, but we will acquireadditional OP Units in exchange for any such issuances. The common stock of BXP, Inc., or BXP, is listed on the New York Stock Exchange under the symbol “BXP.” The last reported sale price of ourcommon stock on the New York Stock Exchange on March5, 2026 was $55.47 per share. Investing in our common stock involves risks. See “Risk Factors” on page S-3 as well as the risk factors contained in documents BXP files withthe Securities and Exchange Commission that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is March6, 2026 No person has been authorized to give any information or to make any representations other than those contained in this prospectus supplement, theaccompanying prospectus or any free writing prospectus prepared by us or incorporated by reference herein or therein and, if given or made, suchinformation or representation must not be relied upon as having been authorized. This prospectus supplement, the accompanying prospectus and anyfree writing prospectus prepared by us do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securitiesdescribed in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offeror solicitation is unlawful. Neither the delivery of this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared byus nor any sale made hereunder or thereunder shall, under any circumstances, create any implication that the information contained herein or therein iscorrect as of any time subsequent to the date of such information. Table of Contents TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3REDEMPTION OF OP UNITSS-4COMPARISON OF OP UNITS AND COMMON STOCKS-5USE OF PROCEEDSS-13CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF AN EXCHANGE OR A REDEMPTION OF OP UNITSS-14PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-19EXPERTSS-19 ProspectusProspectus Summary1Risk Factors3Cautionary Statement Regarding Forward-looking Statements3Where You Can Find More Information5Information Incorporated by Reference6Use of Proceeds7Description of Debt Securities8Description of Guarantees26Description of Common Stock of BXP27Description of Preferred Stock of BXP29Description of Stock Purchase Contracts of BXP35Description of Depositary Shares of BXP36Description of Warrants of BXP40Limits on Ownership of BXP Capital Stock41Important Provisions of Delaware Law, BXP’s Certificate of Incorporation andBy-laws and Other Governance Documents43United States Federal Income Tax Considerations48Selling Security Holders68Plan of Distribution69Legal Matters74Experts74 You should read this prospectus supplement along with the accompanying prospectus. This prospectus supplement and the accompanying prospectusform one single document and both contain information you should consider when making your investment decision. You should rely only on theinformation contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone toprovide you with information that is different. If the information contained in this prospectus supplement is inconsistent with the accompanyingprospectus, you should rely on this prospectus supplement. The information in this prospectus supplement and the accompanying prospectus may o