What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-22 · 39 added, 33 removed, 111 unchanged (39% of the section changed)

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(1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas, and (4) Other.

The Philadelphia CBD segment includes properties located in the City of Philadelphia in Pennsylvania.

The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania.

The Pennsylvania Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs.

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The Other segment includes properties in Washington, D.C., Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware.

In addition to our four geographic markets, our corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions.

In addition to our four geographic markets, our corporate group is responsible for cash and investment management, development/redevelopment of certain real estate properties during the construction period, and certain other general support functions.

See Note 1 “Organization of the Parent Company and the Operating Partnership,” to our Consolidated Financial Statements for our property portfolio, management services and land holdings.

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Developments/Redevelopments

Our regular interaction with tenants and other market participants keep us current on innovations in workplace layout and smart living.

Our regular interaction with tenants and other market participants help to keep us current on innovations in workplace layout and smart living.

We leverage this information to identify properties primed for development or redevelopment to meet tenant demands and realize value.

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To accomplish this objective we seek to:

• concentrate on urban town centers and central business districts in selected regions, and be the best of class owner and developer in those markets with a full-service office in each of those markets providing property management, leasing, development, and construction expertise;

• maximize cash flow through leasing strategies designed to capture rental growth as rental rates increase and as leases are renewed;

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• form joint ventures with high-quality partners having attractive real estate holdings or significant financial resources;

• utilize our reputation as a full-service real estate development and management organization to identify acquisition and development opportunities that will expand our business and create long-term value;

• utilize our reputation as a full-service real estate development/redevelopment and management organization to identify acquisition and development/redevelopment opportunities that will expand our business and create long-term value;

• selectively dispose of properties that do not support our long-term business objectives and growth strategies.

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• to opportunistically acquire high-quality office, life science/lab, residential, and mixed-use properties at attractive yields in markets that we expect will experience economic growth and where we can achieve operating efficiencies;

• to monetize or deploy our land inventory for development of high-quality office, life science/lab, residential, and mixed-use properties, or rezone from office/industrial to life science/lab, residential, retail and hotel to align with market and demand shifts as appropriate;

• to control development sites, including sites under purchase options, that could support high-quality office, life science/lab, residential, and mixed-use properties within our core markets;

• to strategically grow our portfolio through the development and acquisition of new product types that support our strategy of transit-oriented and amenity based mixed-use properties located in the central business district of Philadelphia, Pennsylvania;

• to monetize or deploy our land inventory for development of high-quality office, life science/lab, residential, and mixed-use properties, or to rezone our land and properties from office/industrial to life science/lab, residential, retail and hotel to align with market and demand shifts as appropriate;

• to control development/redevelopment sites, including sites under purchase options, that could support high-quality office, life science/lab, residential, and mixed-use properties within our core markets;

• to strategically grow our portfolio through the development/redevelopment and acquisition of new product types that support our strategy of transit-oriented and amenity based mixed-use properties located in the central business district of Philadelphia, Pennsylvania;

Pennsylvania Suburbs;

and Austin, Texas;

• to secure third-party development contracts, which can be a significant source of revenue and enable us to utilize and grow our existing development and construction management resources.

• to secure third-party development/redevelopment contracts, which can be a significant source of revenue and enable us to utilize and grow our existing development/redevelopment and construction management resources.

We expect to concentrate our real estate activities in markets where we believe that:

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We currently expect to continue to operate in markets where we have a concentration advantage due to economies of scale.

We believe that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market.

We also intend to

selectively dispose of properties and redeploy capital if we determine a property cannot meet our long-term earnings growth expectations.

We believe that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel

allocation and the market strength associated with managing multiple properties in the same market.

We also intend to selectively dispose of properties and redeploy capital if we determine a property cannot meet our long-term earnings growth expectations.

We believe that recycling capital is an important aspect of maintaining the overall quality of our portfolio.

Our broader strategy remains focused on continuing to grow earnings, enhance liquidity and strengthen our balance sheet through capital retention, debt reduction, targeted sales activity and management of our existing and prospective liabilities.

In the long term, we believe that we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities, as warranted by market and economic conditions, in new markets that have healthy long-term fundamentals and strong growth projections.

This capability, combined with what we believe is a conservative financial structure, should allow us to achieve disciplined growth.

These abilities are integral to our strategy of having a diverse portfolio of assets, which will meet the needs of our tenants.

Our broader strategy remains focused on continuing to grow earnings, enhance liquidity and strengthen our balance sheet through debt reduction, targeted sales activity and management of our existing and prospective liabilities.

We believe that we are well positioned in our current markets and have the expertise to take advantage of both development/redevelopment and acquisition opportunities, as warranted by market and economic conditions, in new markets that have healthy long-term fundamentals and strong growth projections.

This capability, combined with what we believe is a conservative financial structure, should allow us to achieve disciplined growth and are integral to our strategy of having a diverse portfolio of assets in order to meet the needs of our tenants.

We use experienced on-site construction superintendents, operating under the supervision of our project managers and senior management, to control the construction process and mitigate the various risks associated with real estate development.

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“Risk Factors – Regulatory Risk Factors – Potential liability for environmental contamination could result in substantial costs.”

With respect to our properties, we carry commercial general liability insurance, and all-risk property insurance, including business interruption and loss of rental income coverage.

We select policy specifications and insured limits that we believe to be appropriate given the relative risk of loss and the cost of the coverage.

We also carry environmental insurance and title insurance policies on our properties.

We generally obtain title insurance policies when we acquire a property, with each policy covering an amount equal to the initial purchase price of each property.

Accordingly, any of our title insurance policies may be in an amount less than the current value of the related property.

Additional information about risk factors that may affect us is included in “Item 1A.

Risk Factors.”

Information Security

We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems.

The Audit Committee of our Board (the “Audit Committee”) and senior management receive and review periodic reports on cybersecurity matters from our Chief Technology and Innovation Officer, including reports on documented incidents or violations of our IT and security policies.

We face risks associated with breaches of our information technology systems, including through cyber attacks and cyber intrusions, which could result in significant disruptions of our information technology networks and related systems and unauthorized access to our information and information of our tenants and personnel.

As we previously disclosed, in April 2024, we detected unauthorized occurrences by a third party on portions of our information technology systems.

Upon detecting the unauthorized occurrences, we promptly initiated our previously established response protocols and took steps to contain and remediate the incident.

As part of our remediation activities, we strengthened our surveillance of cybersecurity threats and our information backup systems.

The Audit Committee of our Board (the “Audit Committee”) receives and reviews periodic reports on cybersecurity matters from our Chief Technology and Innovation Officer, including reports on documented incidents or violations of our IT and security policies.

Documented incidents or violations are discussed, and managers are notified for the appropriate follow-up with our human resources department or the employees involved in such incidents or violations, as needed.

Although we have not experienced a data or other cybersecurity breach in the past three years that resulted in a financial loss, our Board and the Audit Committee regularly evaluate our existing information technology and security policies and controls to address new and novel threats posed to the Company.

Our Board and the Audit Committee regularly evaluate our information technology and security policies and controls to address new and novel threats to our systems.

We have implemented a training program for employees that includes both proactive education modules, as well as reactive anti-phishing and testing modules designed to test the end-user’s ability to put what they have learned into practice.

Human Capital Resources

As of December 31, 2023, we had approximately 323 full-time employees and eight part-time employees and two interns.

We seek to maintain a challenging, enriching, respectful, diverse, inclusive, collaborative and rewarding work environment for our employees whom we consider to be among our most valuable assets.

As of December 31, 2024, we had approximately 285 full-time employees and five part-time employees and one intern.

We seek to maintain a challenging, enriching, respectful, diverse, inclusive, collaborative and rewarding work environment for

our employees whom we consider to be among our most valuable assets.

We maintain policies and programs that we believe reflect our continued commitment to our employees, including:

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Environmental, Social, and Corporate Governance

Brandywine is committed to implementing and maintaining environmental, social, and governance (“ESG”) standards while driving value through continual improvement of our operations, portfolio performance, and community impact.

Our reduction targets for energy, greenhouse gas emissions and water are focused to reduce consumption 15% compared to our 2018 baseline by 2025.

We have reached a 25% like-for-like intensity use reduction from baseline for water and energy, as well as a 23.9% like-for-like intensity use reduction from baseline for greenhouse gas emissions.

In 2023, we extended our industry-leading ISS Governance Quality Score of 1, representing the highest possible score and indicating the lowest shareholder risk and received our eighth annual Global Real Estate Sustainability Benchmark (“GRESB”) Green Star ranking, and our second 5-Star ranking.

We are committed to to implementing and maintaining environmental, social, and governance (“ESG”) standards while driving value through continual improvement of our operations, portfolio performance, and community impact.

Our reduction targets for energy, greenhouse gas emissions and water aim to reduce consumption by 15% compared to our 2018 baseline by 2025.

We have reached the following levels as of December 31, 2024:

a 35% like-for-like intensity use reduction from baseline for energy, a 29% like-for-like intensity use reduction from baseline for water and a 43% like-for-like intensity use reduction from baseline for greenhouse gas emissions, thus achieving our reduction targets a year early.

In 2024, we received our tenth annual Global Real Estate Sustainability Benchmark (“GRESB”) Green Star ranking.

We achieved Green Lease Leaders Platinum recognition in the category’s inaugural year, recognizing our collaboration with tenants to equitably align financial and environmental benefits.

We were also recognized for our commitment to the Philadelphia 2030 District initiative to achieve substantial reduction in energy use by the year 2030.

We have further completed an additional 1.8 million square feet of green certifications for our buildings raising the total to 15.3 million square feet of green building certifications, encompassing approximately 54% of our portfolio.

We remain committed to energy efficiency in our buildings.

We’ve achieved Energy Star certification across the majority of our portfolio and participate in the UL Verified Healthy Buildings Program.

Over 650 energy, water, and waste efficiency projects were implemented in our portfolio, and we continue to generate and procure renewable energy for our properties.

Brandywine remains committed to supporting our employees and the communities where we operate .

We remain committed to supporting our employees and the communities where we operate.

We promote diversity, equity, and inclusion through board diversity and employee engagement.

Employees are given access to mentorship and tuition reimbursement opportunities as well as numerous programs to promote health and wellness.

Brandywine maintains and encourages the use of over 74 acres of public green space for community engagement including a focus on biodiversity through our onsite, honey generating, beekeeping habitats.

We continue to foster long-standing, ethical partnerships with local suppliers and drive economic resilience through the Schuylkill Yards projects and community totaling $16.4 million to date.

We’ve spearheaded new, equitable transit-oriented development in Austin and Philadelphia and continue to assess what investments will impact our employees and communities in the most impactful ways.

Brandywine maintains and encourages the use of over 74 acres of green space for community engagement including a focus on

biodiversity through our onsite, honey generating, beekeeping habitats.

For further information regarding our environmental, social, and governance strategies and policies, please visit the “Responsibility” section of our website.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business