S-3 S-3ASR EX-FILING FEES 0001037540 BXP, Inc. N/A N/A 0001037540 2026-03-06 2026-03-06 0001037540 1 2026-03-06 2026-03-06 0001037540 2 2026-03-06 2026-03-06 0001037540 3 2026-03-06 2026-03-06 0001037540 4 2026-03-06 2026-03-06 0001037540 5 2026-03-06 2026-03-06 0001037540 6 2026-03-06 2026-03-06 0001037540 7 2026-03-06 2026-03-06 0001037540 8 2026-03-06 2026-03-06 0001037540 9 2026-03-06 2026-03-06 0001037540 10 2026-03-06 2026-03-06 0001037540 11 2026-03-06 2026-03-06 0001037540 12 2026-03-06 2026-03-06 0001037540 13 2026-03-06 2026-03-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

BXP, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Debt Debt Securities of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 2 Equity Common stock, par value $0.01 per share, of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 3 Equity Preferred stock, par value $0.01 per share, of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 4 Other Stock Purchase Contracts of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 5 Equity Depositary shares of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 6 Other Warrants of BXP, Inc. 457(r) 0.0001381
Fees to be Paid 7 Debt Guarantees by BXP, Inc. of Debt Securities of Boston Properties Limited Partnership 457(r) 0.0001381
Fees to be Paid 8 Debt Debt Securities of Boston Properties Limited Partnership 457(r) 0.0001381
Fees to be Paid 9 Debt Guarantees by Boston Properties Limited Partnership of Debt Securities of BXP, Inc. 457(r) 0.0001381
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities 10 Equity Common stock, par value $0.01 per share 415(a)(6) 152,905 $ 7,644,986.25 S-3 333-272012 05/17/2023 $ 442.75
Carry Forward Securities Other Unallocated (Universal) Shelf 415(a)(6) S-3 333-272012 05/17/2023
Carry Forward Securities 11 Unallocated (Universal) Shelf 415(a)(6) $ 399,929,920.00 S-3 333-272012 05/17/2023 $ 50,671.12
Carry Forward Securities 12 Equity Common stock, par value $0.01 per share 415(a)(6) $ 200,070,080.00 S-3 333-272012 05/17/2023 $ 25,770.00

Total Offering Amounts:

$ 607,644,986.25

$ 0.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.00

Offering Note

1

(1) See note (2). Debt securities issued by BXP, Inc. ("BXP") may be accompanied by guarantees to be issued by Boston Properties Limited Partnership ("BPLP"). Debt securities issued by BPLP may be accompanied by guarantees to be issued by BXP. Debt securities are issuable in series as senior debt securities or subordinated debt securities which may be convertible into or exchangeable for common stock or preferred stock of BXP.

2

(2) (a) The amount to be registered pursuant to this Registration Statement consists of an unspecified amount of the securities of each identified class as may from time to time be offered at indeterminate prices. As discussed below, pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement includes a total of $600,000,000 of unsold securities and 152,905 shares of BXP common stock that had been previously registered and for which the registration fee had been previously paid. (2) (b) In accordance with Rules 456(b) and 457(r) under the Securities Act, except with respect to the unsold securities that had been previously registered, the Registrants are deferring payment of all of the registration fee.

3

(3) See note (2).

4

(4) See note (2).

5

(5) See note (2). To be represented by depositary receipts representing an interest in all or a specified portion of a share of preferred stock. Each depositary share will be issued under a deposit agreement.

6

(6) See note (2).

7

(7) See note (2). Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees.

8

(8) See notes (1) and (2).

9

(9) See note (2). Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees.

10

(10) (a) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities consisting of (i) 152,905 shares of BXP common stock that had been previously registered pursuant to the combined registration statement of BXP and BPLP on Form S-3 filed on May 17, 2023 (Registration No. 333-272012) (the "2023 Combined Shelf") and (ii) $600,000,000 of unsold common stock, preferred stock, depositary shares, warrants and preferred stock purchase rights of BXP that had been previously registered pursuant to the 2023 Combined Shelf. (10) (b) The securities registered pursuant to the 2023 Combined Shelf included 152,905 shares of unsold common stock originally registered on BXP's registration statement on Form S-3 filed on November 12, 2008 (Registration No. 333-155309) (the "2008 BXP Registration Statement") relating to prospectus supplements filed pursuant to Rule 424(b)(2) on April 1, 2011 and May 12, 2009. The registration fees with respect to such securities, totaling $442.75, were previously paid in connection with the filing of the prospectus supplements relating to such securities and will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6), the offerings of the unsold securities registered under the 2023 Combined Shelf will be deemed terminated as of the date of effectiveness of this Registration Statement. The securities originally registered under the 2008 BXP Registration Statement were carried forward pursuant to Rule 415(a)(6) from the 2008 BXP Registration Statement to the combined registration statement of BXP and BPLP on Form S-3 filed on August 9, 2011 (Registration No. 333-176157) (the "2011 Combined Shelf"), the combined registration statement of BXP and BPLP on Form S-3 filed on June 3, 2014 (Registration No. 333-196491) (the "2014 Combined Shelf"), the combined registration statement of BXP and BPLP on Form S-3 filed on June 2, 2017 (Registration No. 333-218460) (the "2017 Combined Shelf"), the combined registration statement of BXP and BPLP on Form S-3 filed on May 22, 2020 (Registration No. 333-238607) (the "2020 Combined Shelf") and the 2023 Combined Shelf.

11

(11) (a) See note (10)(a). (11) (b) The securities registered pursuant to the 2023 Combined Shelf included (i) $399,929,920 of unsold common stock, preferred stock, depositary shares, warrants and preferred stock purchase rights originally registered on BXP's registration statement on Form S-3 filed on June 17, 2004 (Registration No. 333-116556) (the "2004 BXP Registration Statement") and (ii) an additional $200,070,080 of shares of BXP common stock relating to a prospectus supplement filed pursuant to Rule 424(b)(5) on June 3, 2014 with respect to the 2014 Combined Shelf. In connection with the registration of such unsold securities on the 2004 BXP Registration Statement and the 2014 Combined Shelf, BXP paid registration fees of $50,671.12 and $25,770, respectively, which will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6), the offerings of the unsold securities registered under the 2023 Combined Shelf will be deemed terminated as of the date of effectiveness of this Registration Statement. The securities originally registered under the 2004 BXP Registration Statement were carried forward pursuant to Rule 415(a)(6) from the 2004 BXP Registration Statement to the 2008 BXP Registration Statement, the 2011 Combined Shelf, the 2014 Combined Shelf, the 2017 Combined Shelf, the 2020 Combined Shelf and the 2023 Combined Shelf. The securities originally registered under the 2014 Combined Shelf were carried forward pursuant to Rule 415(a)(6) from the 2014 Combined Shelf to the 2017 Combined Shelf, the 2020 Combined Shelf and the 2023 Combined Shelf.

12

(12) See notes (10)(a) and (11)(b).

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A