What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-22 · 413 added, 375 removed, 1769 unchanged (31% of the section changed)

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Directors, Executive Officers and Corporate Governance

Insider trading policies and procedures

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Policy”).

The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.

Incorporation by Reference

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2025 Annual Meeting of Shareholders.

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Report of Independent Registered Public Accounting Firm (Brandywine Realty Trust) (PCAOB ID No .

Report of Independent Registered Public Accounting Firm (Brandywine Operating Partnership, L.P.) (PCAOB ID No.

Report of Independent Registered Public Accounting Firm (Brandywine Operating Partnership, L.P.) (PCAOB ID N o .

Financial Statements of Brandywine Realty Trust

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Form of 4.550% Guaranteed Notes due 2029 previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on September 17, 2014 and incorporated herein by reference)

Form of 3.950% Guaranteed Notes due 2027 previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on November 17, 2017 and incorporated herein by reference)

Form of 4.550% Guaranteed Notes due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference)

4.6 Form of 4.550% Guaranteed Notes due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s Current Report on Form 8-K dated October 10, 2019 and incorporated herein by reference)

Form of 7.550% Guaranteed Notes due 2028 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on December 13, 2022 and incorporated herein by reference)

Form of 8.875% Guaranteed Notes due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on April 12, 2024 and incorporated herein by reference)

Description of Brandywine Realty Trust's Securities (previously filed as an exhibit to Brandywine Realty Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference)

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10.14 Form of Incentive Compensation Clawback Agreement** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 26, 2015 and incorporated herein by reference)

10.15 S chedule of Non-Employee Trustee Compensation** (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the year ended December 31, 202 2 and inco rporated herein by reference)

10.16 Form of 2021 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 10, 2021 and incorporated herein by reference)

10.17 Form of 2022-2024 Performance Share Unit Award** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended Mach 31, 2022 and incorporated herein by reference).

10.18 2022-2024 Performance Share Unit Program** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)

10.15 Schedule of Non-Employee Trustee Compensation** (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

10.16 Form of 2022 Restricted Common Share Rights Award (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)

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10.21 Brandywine Realty Trust 2023 Long-Term Incentive Plan** (previously filed as Appendix B to Brandywine Realty Trust’s definitive Proxy Statement on Schedule 14A filed on March 31, 2023 and incorporated herein by reference)

10.22 Form of 2024 Performance-Based Restricted Stock Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference)

10.23 Form of 2024 Restricted Stock Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference)

14.1 Code of Business Conduct and Ethics, as amended on December 6, 2016 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on December 9, 2016 and incorporated herein by reference)

19.1 Brandywine Realty Trust Insider Trading Policy (filed herewith)

21 List of subsidiaries (filed herewith)

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

97.1 Brandywine Realty Trust Dodd-Frank Clawback Policy, effective October 2, 2023 (filed herewith)

97.1 Brandywine Realty Trust Dodd-Frank Clawback Policy, effective October 2, 2023 (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

99.1 Material Federal Income Tax Considerations (filed herewith)

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Pizzi Trustee February 26, 2025

Herubin Trustee February 22, 2024

Richard Haverstick, Jr.

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Pizzi Trustee February 26, 2025

Herubin Trustee February 22, 2024

Richard Haverstick, Jr.

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(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments of Real Estate Investments

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s gross carrying value of real estate investment operating properties was $3,542 million as of December 31, 2023.

The Company recorded impairment losses of $131.6 million related to real estate investments during the year ended December 31, 2023.

Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures

As described in Notes 2, 3 and 4 to the consolidated financial statements, as of December 31, 2024, the Company’s gross carrying value of real estate investments - operating properties was $3,374.8 million and its investment in unconsolidated real estate ventures was $570.5 million.

Management reviews its real estate investments for impairment following the end of each quarter for each of its real estate investments where events or changes in circumstances indicate that the carrying amounts may not be recoverable.

For real estate investments, management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.

If the recoverability analysis indicates that the carrying value of the tested real estate investment is not recoverable, the real estate investment is written down to its fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its fair value.

Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.

Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions.

The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.

Management estimated the fair value of its impaired property and the related impairment loss based on (i) purchase and sale agreements or (ii) discounted cash flow models using significant unobservable inputs, which were discount rates and residual capitalization rates.

The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of real estate investments and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to discount rates and residual capitalization rates used in developing the estimated fair value of the real estate investments based on discounted cash flow models.

As disclosed by management, if the recoverability assessment indicates that the carrying value of a real estate investment is not recoverable from estimated undiscounted future cash flows, it is written down to its estimated fair value and an impairment is recognized.

Real estate investment fair values are estimated based on agreements with third parties, discounted cash flows, or comparable sales.

During 2024, management recorded an impairment loss of $44.7 million related to real estate investments, and management estimated the fair value of its impaired properties and the related impairment losses based upon purchase and sales agreements.

Additionally, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in unconsolidated real estate ventures at least quarterly.

If indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.

An investment is other than temporarily impaired only if the fair value of the investment in an unconsolidated real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary.

Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models, sales comparison approach, or transactions with third parties.

During 2024, management recognized an other than temporary impairment related to an investment in unconsolidated real estate ventures of $8.4 million, and management estimated the fair value of its impaired investment based on a completed transaction.

The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures is a critical audit matter are (i) the significant judgment by management when assessing the real estate investments and investments in unconsolidated real estate ventures for potential impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s (a) significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) identification of indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s impairment assessments of real estate investments, including controls over the development of the fair value estimates.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of real estate investments, (ii) evaluating the appropriateness of the discounted cash flow model used by management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates and residual capitalization rates.

Evaluating the reasonableness of the significant assumptions used by management involved considering (i) the accuracy of the data used to derive the assumptions;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures, including controls over management’s estimated undiscounted future cash flows expected to be generated by real estate investments and management’s identification of any indicators that the value of the

Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

These procedures also included, among others, (i) testing management’s process for assessing the real estate investments and investments in unconsolidated real estate ventures for potential impairment, including developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, and (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows.

Evaluating the reasonableness of the significant assumptions related to market rental rates and capitalization rates involved considering past performance of the asset and whether the assumptions were consistent with evidence obtained in other areas of the audit.

Evaluating management’s assessment of indicators of other than temporary impairment in investments in unconsolidated real estate ventures involved considering whether any market economic conditions, past performance of the asset, or evidence obtained in other areas of the audit may be indicative of other than temporary impairment.

/s/ PricewaterhouseCoopers LLP

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We have audited the accompanying consolidated balance sheets of Brandywine Operating Partnership, L.P.

and its subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of partners’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of partners’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the index appearing under Item 15(b) (collectively referred to as the “consolidated financial statements”).

We also have audited the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Impairment Assessments of Real Estate Investments

As described in Notes 2 and 3 to the consolidated financial statements, the Partnership’s gross carrying value of real estate investment operating properties was $3,542 million as of December 31, 2023.

The Partnership recorded impairment losses of $131.6 million related to real estate investments during the year ended December 31, 2023.

Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures

As described in Notes 2, 3 and 4 to the consolidated financial statements, as of December 31, 2024, the Partnership’s gross carrying value of real estate investments - operating properties was $3,374.8 million and its investment in unconsolidated real estate ventures was $570.5 million.

Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.

Estimated future cash flows used in such analysis are based on management’s plans for the real estate investment and its views of market economic conditions.

The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.

Real estate investment fair values are estimated based on agreements with third parties, discounted cash flows, or comparable sales.

Additionally, management assesses whether there are any other than temporary impairment indicators of the Partnership’s investments in unconsolidated real estate ventures at least quarterly.

If indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.

The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments and investments in unconsolidated real estate ventures is a critical audit matter are (i) the significant judgment by management when assessing the real estate investments and investments in unconsolidated real estate ventures for potential impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s (a) significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and (b) identification of indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates and residual capitalization rates.

Evaluating the reasonableness of the significant assumptions used by management involved considering (i) the accuracy of the data used to derive the assumptions;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.

These procedures also included, among others, (i) testing management’s process for assessing the real estate investments and investments in unconsolidated real estate ventures for potential impairment, including developing the estimated undiscounted future cash flows expected to be generated by the real estate investments and identifying indicators that the value of the Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired, (ii) evaluating the reasonableness of management’s significant assumptions related to market rental rates and capitalization rates used in developing the estimated undiscounted future cash flows expected to be generated by the real estate investments, (iii) evaluating the appropriateness of the method used in developing the estimated undiscounted future cash flows, and (iv) testing the completeness and accuracy of data used in the developing the estimated undiscounted future cash flows.

/s/ PricewaterhouseCoopers LLP

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We have served as the Partnership’s auditor since 200 3.

Defined terms used in this Report:

Average annual rent

Represents total initial contractual rental rate under the applicable leases (as impacted by free rent periods) plus contractual fixed rent increases due under the applicable leases averaged over the total terms (without regard to extension options) of the applicable leases.

For comparison purposes, the Company excludes new leases of space when the previous lease of such space ended more than 12 months prior to the signing date for the new leases.

Core Portfolio/Core Properties

Includes all wholly-owned operating properties, and excludes properties sold, held for sale, and development/redevelopment.

Funds From Operations (FFO)

Is a non-GAAP financial measure,which the Company believes is useful to investors.

The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company.

NAREIT defines FFO as net income (loss) before noncontrolling interests of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP);

plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated real estate ventures.

Net income, the GAAP measure that the Company believes to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales and noncontrolling interests.

FFO per share is calculated by dividing FFO by fully diluted shares available to common shareholders and limited partnership unitholders.

See Management’s

Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this

Report for a reconciliation of net income attributable to common shares and common

unitholders to FFO.

Net Operating Income (NOI)

Is a non-GAAP financial measure, which the Company defines as total property revenue less property operating expenses, real estate taxes and third-party management expenses.

Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance and management fees.

General and administrative expenses that are not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management.

NOI is a non-GAAP financial measure that we report because we believe it is useful to our investors.

See Note 18, “Segment Information,” to our Consolidated Financial Statements for a reconciliation of NOI to our consolidated net income as defined by GAAP.

Includes base rent plus reimbursement for operating expenses and real estate taxes.

Same Store Properties

We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as Same Store Properties.

Same Store Properties therefore exclude properties placed in-service, acquired, repositioned, held for sale or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented.

Accordingly, it takes at least one year and one quarter after a property is acquired for that property to be included in Same Store Properties.

BRANDYWINE REALTY TRUST

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LIABILITIES AND BENEFICIARIES' EQUITY

Secured term loan, net $ 255,671 $ —

Unsecured credit facility — 88,500

Unsecured term loan, net 318,499 248,168

Secured term loans, net

$ 275,338 $ 255,671

Unsecured term loans, net

318,949 318,499

Unsecured senior notes, net 1,618,527 1,564,662

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Other comprehensive income 5,917 18 5,935

Issuance of Common Shares of Beneficial Interest 226,695 3 3,049 3,052

Issuance of partnership interest in consolidated real estate ventures 2,765 2,765

Redemption of LP Units ( 4,006 ) ( 4,006 )

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BALANCE, December 31, 2022 171,569,807 1,179,643 $ 1,716 $ 3,153,229 $ 19,601 $ ( 19,601 ) $ 1,176,195 $ 3,897 $ ( 2,709,405 ) $ 7,702 $ 1,633,334

Net income 53,824 168 53,992

Other comprehensive income 5,917 18 5,935

Redemption of LP Units ( 4,006 ) ( 4,006 )

Net loss ( 196,789 ) ( 614 ) ( 197,403 )

Other comprehensive loss ( 4,565 ) ( 14 ) ( 4,579 )

Share-based compensation activity 545,544 76,505 3 10,877 10,880

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BALANCE, December 31, 2023 172,097,661 1,194,127 $ 1,719 $ 3,163,949 $ 19,965 $ ( 19,965 ) $ 979,406 $ ( 668 ) $ ( 2,827,022 ) $ 6,773 $ 1,324,157

Net income ( 196,789 ) ( 614 ) $ ( 197,403 )

Other comprehensive income ( 4,565 ) ( 14 ) $ ( 4,579 )

Net loss ( 195,907 ) ( 580 ) ( 196,487 )

Other comprehensive loss 3,189 11 3,200

Share-based compensation activity 601,706 114,537 5 18,887 18,892

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Net gain on real estate venture transactions ( 56,750 ) ( 181 ) ( 26,718 )

Total gain on sale of real estate ( 8,947 ) ( 25,684 ) ( 3,045 )

Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 )

Gain (loss) on early extinguishment of debt ( 941 ) ( 138 ) 435

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Proceeds from the sale of properties 155,867 76,804 64,210

Proceeds from insurance — — 1,250

Proceeds from note receivable — — 44,300

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Capital expenditures for developments ( 38,570 ) ( 47,537 ) ( 89,017 )

Advances for the purchase of tenant assets, net of repayments ( 998 ) ( 447 ) 270

Advances to and from the purchase of tenant assets, net of repayments 1,699 ( 998 ) ( 447 )

Investment in unconsolidated real estate ventures ( 194,027 ) ( 85,922 ) ( 47,428 )

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Debt financing costs paid ( 6,334 ) ( 4,371 ) ( 9,875 )

Exercise of stock options, net — — ( 63 )

Shares used for employee taxes upon vesting of share awards ( 1,028 ) ( 371 ) ( 2,941 )

Partner contributions to consolidated real estate venture — — 2,765

Redemption of limited partnership units — ( 5 ) ( 4,006 )

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Change in other assets as a result of deconsolidation of operating properties — — ( 15,048 )

Change in notes receivable from sale of properties 19,919 — —

Change in capital expenditures financed through accounts payable at period end 5,369 ( 3,282 ) ( 6,135 )

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Secured term loan, net $ 275,338 $ 255,671

Unsecured credit facility — 88,500

Unsecured term loan, net 318,949 318,499

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Net income (loss) ( 196,487 ) ( 197,403 ) 53,992

Net loss attributable to noncontrolling interests - consolidated real estate ventures 22 2 3

Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures ( 5 ) 22 2

Net income (loss) attributable to Brandywine Operating Partnership ( 196,492 ) ( 197,381 ) 53,994

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$ ( 197,670 ) $ ( 197,948 ) $ 53,538

Basic income (loss) per Common Partnership Unit $ ( 1.15 ) $ 0.31 $ 0.07

Diluted income (loss) per Common Partnership Unit $ ( 1.15 ) $ 0.31 $ 0.07

Basic loss per Common Partnership Unit $ ( 1.14 ) $ ( 1.15 ) $ 0.31

Diluted loss per Common Partnership Unit $ ( 1.14 ) $ ( 1.15 ) $ 0.31

Basic weighted average common partnership units outstanding 173,042,591 172,475,645 172,036,481

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Comprehensive income (loss) ( 193,287 ) ( 201,982 ) 59,927

Comprehensive loss attributable to noncontrolling interest - consolidated real estate ventures 22 2 3

Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures ( 5 ) 22 2

Comprehensive income (loss) attributable to Brandywine Operating Partnership $ ( 193,292 ) $ ( 201,960 ) $ 59,929

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Deferred compensation obligation ( 25,979 ) ( 312 ) ( 312 )

Issuance of LP Units 226,695 3,052 3,052

Repurchase and retirement of LP units ( 4,006 ) ( 4,006 )

Issuance of partnership interest in consolidated real estate ventures 2,765 2,765

Share-based compensation activity 469,529 7,718 7,718

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BALANCE, December 31, 2022 171,569,807 $ 1,623,738 $ 3,569 $ 2,832 $ 1,630,139

Net income 53,994 ( 2 ) 53,992

Other comprehensive income 5,935 5,935

( 197,381 ) ( 22 ) ( 197,403 )

Other comprehensive loss ( 4,579 ) ( 4,579 )

Deferred compensation obligation ( 17,690 ) ( 108 ) ( 108 )

Repurchase and retirement of LP units ( 4,006 ) ( 4,006 )

Share-based compensation activity 545,544 10,880 10,880

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BALANCE, December 31, 2023 172,097,661 $ 1,319,572 $ ( 1,010 ) $ 2,810 $ 1,321,372

Net income ( 197,381 ) ( 22 ) $ ( 197,403 )

Other comprehensive income ( 4,579 ) $ ( 4,579 )

Net loss ( 196,492 ) 5 ( 196,487 )

Other comprehensive loss 3,200 3,200

Deferred compensation obligation ( 33,372 ) ( 159 ) ( 159 )

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Net gain on real estate venture transactions ( 56,750 ) ( 181 ) ( 26,718 )

Total gain on sale of real estate ( 8,947 ) ( 25,684 ) ( 3,045 )

Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 )

Gain (loss) on early extinguishment of debt ( 941 ) ( 138 ) 435

12 unchanged sentences

Proceeds from the sale of properties 155,867 76,804 64,210

Proceeds from insurance — — 1,250

Proceeds from note receivable — — 44,300

2 unchanged sentences

Capital expenditures for developments ( 38,570 ) ( 47,537 ) ( 89,017 )

Advances for the purchase of tenant assets, net of repayments ( 998 ) ( 447 ) 270

Advances to and from the purchase of tenant assets, net of repayments 1,699 ( 998 ) ( 447 )

Investment in unconsolidated real estate ventures ( 194,027 ) ( 85,922 ) ( 47,428 )

12 unchanged sentences

Debt financing costs paid ( 6,334 ) ( 4,371 ) ( 9,875 )

Exercise of stock options, net — — ( 63 )

Shares used for employee taxes upon vesting of share awards ( 1,028 ) ( 371 ) ( 2,941 )

Partner contributions to consolidated real estate venture — — 2,765

Redemption of limited partnership units — ( 5 ) ( 4,006 )

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Change in other assets as a result of deconsolidation of operating properties — — ( 15,048 )

Change in notes receivable from sale of properties 19,919 — —

Change in capital expenditures financed through accounts payable at period end 5,369 ( 3,282 ) ( 6,135 )

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The Parent Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively referred to as the “Company.”

As of December 31, 2023, the Company owned 72 properties that contained an aggregate of approximately 13.0 million net rentable square feet (collectively, the “Properties”).

The Company’s core portfolio of operating properties (the “Core Properties”) excludes development properties, redevelopment properties, and properties held for sale.

As of December 31, 2024, the Company owned and consolidated 64 properties that contained an aggregate of approximately 12.1 million net rentable square feet (collectively, the “Properties”).

The Company’s core portfolio of operating properties (the “Core Properties”) exclude properties under development or redevelopment properties, recently completed - not stabilized properties and properties held for sale.

The Properties were comprised of the following as of December 31, 2024:

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Core Properties 63 11,930,549

Development property 2 144,685

Recently completed - not stabilized property 1 168,294

Recently completed - not stabilized property (a) 1 168,294

The Properties 64 12,098,843

(a) The Company reclassifies a Property from “development/redevelopment property” to “recently completed – not-stabilized property” after the date that the development or redevelopment of the Property is placed in service and prior to the time that the Property reaches at least 90 % occupancy.

At such time as the Property reaches at least 90 % occupancy, the Company reclassifies the Property as a “Core Property.”

In addition to the Properties, as of December 31, 2024, the Company owned 130.6 acres of land held for development.

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As of December 31, 2024, the total potential development that this inventory of land could support under current zoning and entitlements, including the parcels under option, amounted to an estimated 11.9 million square feet.

As of December 31, 2023, the Company also owned economic interests in twelve unconsolidated real estate ventures (see Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information).

As of December 31, 2024, the Company also owned economic interests in ten unconsolidated real estate ventures (see Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information).

The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania;

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All references to building square footage, rentable square feet, acres, occupancy percentage, the number of buildings, and tax basis are unaudited.

The Company conducts its third-party real estate management services business primarily through seven management companies (collectively, the “Management Companies”):

The Company conducts its third-party real estate management services business primarily through ten management companies (collectively, the “Management Companies”):

Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc.

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(“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management, L.P.

(“BPM”), Brandywine Brokerage Services, LLC (“BBS”), and BDN GC Services LLC (“BGCS”).

Each of BRSCO, BMI and BPI is a taxable REIT subsidiary.

BBS, BBL, BPM, and BGCS are tax disregarded entities wholly owned by the taxable REIT subsidiary entities.

(“BPM”), Brandywine Brokerage Services, LLC (“BBS”), BDN GC Services LLC (“BGCS”), Brandywine Cira Brokerage, LLC (“BCB”), 3025 JFK TRS, LLC (“3025TRS”), and OCS/TRS Services (“OCS”).

Each of BRSCO, BMI, BPI, 3025TRS, and OCS is a taxable REIT subsidiary.

BBS, BBL, BPM, BGCS, and BCB are tax disregarded entities wholly owned by the taxable REIT subsidiary entities.

As of December 31, 2024, the Operating Partnership owned, directly and indirectly, 100 % of each of BRSCO, BMI, BPI, BBL, BPM, BBS, and BGCS.

As of December 31, 2023, the Management Company subsidiaries were managing properties containing an aggregate of approximately 22.4 million net rentable square feet, of which approximately 13.0 million net rentable square feet related to Properties owned by the Company and approximately 9.4 million net rentable square feet related to properties owned by third parties and unconsolidated real estate ventures.

As of December 31, 2024, the Management Company subsidiaries were managing properties containing an aggregate of approximately 19.4 million net rentable square feet, of which approximately 12.1 million net rentable square feet relate to Properties owned by the Company and approximately 7.3 million net rentable square feet relate to properties owned by the unconsolidated real estate ventures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

The estimates and assumptions include, but are not limited to, the amount and timing of development/redevelopment costs and of Company obligations for such costs, including costs incurred through unconsolidated real estate ventures.

The estimates and assumptions for development/redevelopment cost are highly judgmental, cover significant future time horizons and are sensitive to cost escalations, sales price escalations and timing and pricing of leasing activity, all of which may be affected by expectations about future market or economic conditions.

Actual results could differ from these and other estimates.

Operating Properties

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Most of these assumptions are influenced by our direct experience with the real estate investments and their markets as well as market data obtained from real estate leasing and brokerage firms.

Assets Held for Sale

The Company generally reclassifies assets to held for sale when the transaction has been approved by its Board of Trustees, or by officers vested with authority to approve the transaction, and there are no known significant contingencies relating to the sale of the real estate investment within one year of the consideration date and the consummation of the transaction is otherwise considered probable.

When a real estate investment is designated as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs.

If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an

impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs.

For periods in which a real estate investment is classified as held for sale, the Company classifies the assets and liabilities, as applicable, of the real estate investment as held for sale on the consolidated balance sheet for such periods.

Impairment of Land Held for Development

When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market factors indicate possible impairment in the recoverability of land held for development, it is reviewed for impairment by comparing its fair value to its carrying value.

When demand for build-to-suit properties declines and the ability to sell land held for development deteriorates, or other market factors indicate possible impairment in the recoverability of land held for development, the land held for development is reviewed for impairment by comparing its fair value to its carrying value.

If the estimated sales value is less than the carrying value, the carrying value is written down to its estimated fair value.

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or using estimated cash flows.

Assets Held for Sale

When a real estate investment is reclassified as held for sale, the Company stops depreciating the real estate investment and estimates the real estate investment’s fair value, net of selling costs.

If the determination is made that the estimated fair value, net of selling costs, is less than the net carrying value of the real estate investment, an impairment is recognized, reducing the net carrying value of the real estate investment to estimated fair value less selling costs.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.

The Company maintains cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

The Company does not invest its available cash balances in money market funds.

The Company maintains cash equivalents in money market accounts with financial institutions in excess of insured limits, but believes this risk is mitigated by investing cash equivalents exclusively in or through major financial institutions.

As such, available cash balances are appropriately reflected as cash and cash equivalents on the consolidated balance sheets.

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Under the equity method, investments in real estate ventures are recorded initially at cost and subsequently adjusted for equity in earnings, contributions, distributions, and impairments.

The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage.

For real estate ventures that are constructing assets to commence planned principal operations, the Company capitalizes interest expense to the extent that it is recoverable using the Company’s weighted average interest rate of consolidated debt and its investment balance as a basis.

Planned principal operations commence when a property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.

At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in real estate ventures.

If any indicators of impairment are present, we calculate the fair value of the investment in the unconsolidated real estate venture.

An investment is other than temporarily impaired only if the fair value of the investment in a real estate venture, as estimated by management, is less than the carrying value and the decline is other than temporary.

The Company generally recognizes income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from the Company's stated ownership percentage.

For real estate ventures that are constructing assets to commence planned principal operations, the Company capitalizes interest expense to the extent that the capitalized interest is recoverable.

In capitalizing interest expense, the Company uses its weighted average interest rate on its consolidated debt and its investment balance.

Planned principal operations commence when the property is available to lease and at that point in time, the Company ceases capitalizing interest to its investment basis.

At least quarterly, management assesses whether there are any other than temporary impairment indicators of the Company’s investments in unconsolidated real estate ventures.

If any indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.

An investment is other than temporarily impaired only if the fair value of the investment, as estimated by management, is less than the carrying value and the decline is other than temporary.

To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the

amount of the excess of the carrying amount of the investment over the estimated fair value.

Management is required to make significant judgments about the estimated fair value of its investments to determine if an impairment exists.

Fair value is generally determined through income valuation approaches, including discounted cash flows and direct capitalization models or a sales comparison approach.

When the Company acquires an interest in or contributes assets to a real estate venture project, the difference between the Company’s cost basis in the investment and the value of the real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.

Management is required to make significant judgments about the estimated fair value of the Company's investments to determine if an impairment exists.

When the Company acquires an interest in or contributes assets to an unconsolidated real estate venture project, the difference between the Company’s cost basis in the investment and the value of the unconsolidated real estate venture or asset contributed is amortized over the life of the related assets, intangibles, and liabilities and such adjustment is included in the Company’s share of equity in income of unconsolidated real estate ventures.

Deferred Costs

Certain costs incurred in connection with property leasing are capitalized as deferred leasing costs.

Deferred leasing costs consist primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the life of the respective lease which generally ranges from 1 to 16 years.

Management re-evaluates the remaining useful lives of leasing costs in conjunction with changes in the respective lease term.

Deferred leasing costs consist primarily of third-party and internal leasing commissions that are amortized using the straight-line method over the term of the applicable lease, which generally ranges from 1 to 16 years.

Management re-evaluates the remaining useful lives of leasing costs in conjunction with changes in the applicable lease term.

Notes Receivable

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Interest income is recognized over the term of the notes receivable and is calculated based on the contractual terms of each note agreement.

At inception and on a quarterly basis, the Company evaluates notes receivable for the current estimate of expected credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses to reflect management's current estimate.

At inception and on a quarterly basis, management evaluates notes receivable for the current estimate of expected credit losses over the contractual term using a probability-of-default method and reports in net income (as a credit loss expense) the amount necessary to adjust the allowance for credit losses to reflect management's current estimate.

Management considers performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor in its evaluation.

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The Company’s leases also typically provide for tenant reimbursement of a portion of common area maintenance expenses and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis.

As the timing and pattern of revenue recognition is the same, rents and tenant reimbursements are treated as a combined lease component and included in the “Rents” caption within the Company's consolidated statements of operations.

As the timing and pattern of revenue recognition is the same, rents and tenant reimbursements are treated as a combined lease component and included in the “Rents” line item within the Company's consolidated statements of operations.

Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of lease incentives and above or below market rent intangibles, and parking income that is fixed under a long-term contract.

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Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed.

Accordingly, revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided to the Company’s customers.

Accordingly, point of sale revenue is recorded on an accrual basis as it is earned, coinciding with the services that are provided to the Company’s customers.

Parking and flexible stay revenue is recognized within rents and restaurant income is recognized within other income on the consolidated statements of operations.

Third party management fees, labor reimbursement, and leasing

The Company performs property management services for its managed real estate ventures and third-party property owners of real estate that consist of:

(i) providing leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight.

The Company performs property management services for its managed real estate ventures and third-party property owners of real estate and these services consist of:

(i) leasing services, (ii) property inspections, (iii) repairs and maintenance monitoring, and (iv) financial and accounting oversight.

For these services, the Company earns management fees monthly, which are based on a fixed percentage of each managed property’s financial results, and is reimbursed for the labor costs incurred by its property management employees as services are rendered to the property owners.

The Company determined that control over the services is passed to its customers simultaneously as performance occurs.

Accordingly, management fee revenue is earned as the services are provided to the Company’s customers.

Lease commissions are earned when the Company, as a broker for the third party property owner, executes a lease agreement with a tenant.

Based on the terms of the Company’s lease commission contracts, the Company's performance obligation to the customer has been completed upon execution of each lease agreement.

The Company determined that control over the services is passed to its customers simultaneously as the service are performed.

Accordingly, the Company recognizes management fee revenue as earned as the services are performed.

Lease commissions are earned when the Company, as a broker for a third party property owner, executes a lease agreement with a tenant.

Based on the terms of the Company’s lease commission contracts with the owner, the Company's performance obligation to the owner has been completed upon execution of each lease agreement.

The Company’s lease commissions are earned based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component.

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In applying the cost based output method of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion and to calculate the corresponding gross revenue and gross profit to recognize.

For any costs that do not contribute to satisfying the Company’s performance obligations, it excludes such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs to the customer.

For any costs that do not contribute to satisfying the Company’s performance obligations, the Company excludes such costs from its output methods of revenue recognition as the amounts are not reflective of transferring control of the outputs to the customer.

The use of estimates in this calculation involves significant judgment.

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Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance is optional and is effective between March 12, 2020 and December 31, 2024.

The guidance may be elected over time as reference rate reform activities occur.

The implementation of this standard did not have a material impact on the Company.

During the second quarter of 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

In addition, the Company elected to apply the hedge accounting expedients related to changes in critical terms of derivative or hedged transactions, and bilaterally negotiated contract changes for the refinance of the Company's term loan and associated interest rate swap.

The Company continues to evaluate the impact of the guidance and may apply elections as applicable as additional changes in the market occur.

See Note 9, “Debt Obligations” for further information regarding our remaining LIBOR-indexed obligations.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280).

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Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented.

The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements and related disclosures.

The Company's adoption of the standard did not have a material impact on the Company's consolidated financial statements.

REAL ESTATE INVESTMENTS

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Construction-in-Progress

Internal direct construction costs totaling $ 8.9 million in 2023, $ 9.3 million in 2022, and $ 7.9 million in 2021 and interest totaling $ 5.2 million in 2023, $ 4.7 million in 2022, and $ 7.0 million in 2021 were capitalized related to the development, redevelopment and construction of tenant improvements of certain properties and land holdings.

During the years ended December 31, 2023, 2022 and 2021, the Company’s internal direct construction costs are comprised of capitalized salaries.

Internal direct construction costs totaling $ 11.0 million in 2024, $ 8.9 million in 2023, and $ 9.3 million in 2022 and interest expense totaling $ 3.2 million in 2024, $ 5.2 million in 2023, and $ 4.7 million in 2022 were capitalized related to the development, redevelopment and construction of tenant improvements of certain properties and land holdings.

During the years ended December 31, 2024, 2023 and 2022, the Company’s internal direct construction costs are comprised of capitalized compensation costs.

The following table shows the amount of compensation costs (including bonuses and benefits) capitalized for the years presented (in thousands):

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2024 Acquisitions

During the year ended December 31, 2024, the Company did not acquire any properties from a third party.

2023 Acquisitions

Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price

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See below regarding disposition of 500,000 square feet of FAR.

2021 Acquisitions

During the year ended December 31, 2021, the Company did not acquire any properties from a third party.

The following table summarizes the property dispositions during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):

Property/Portfolio Name Disposition Date Location Property Type Rentable Square Feet/Acres Sales Price Gain/(Loss) on Sale (a)

Plymouth Meeting Executive Center (b)(c)

September 26, 2024 Plymouth Meeting, PA

Five Office Buildings

521,288 $ 65,500 $ —

55 US Avenue (c)(d)

September 30, 2024 Gibbsboro, NJ

One and Two Barton Skyway (c)

November 18, 2024 Austin, TX

Two Office Buildings

390,963 $ 107,900 $ —

Dabney Land Westwood

December 20, 2024 Richmond, VA

$ 8,500 $ 2,297

December 27, 2023 Richmond, VA

11.6 acres $ 1,600 $ 430

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50.0 acres $ 9,641 $ 3,960

8521 Leesburg Pike (f)

8521 Leesburg Pike (i)

December 1, 2023 Vienna, VA

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17,884 $ 14,200 $ 7,735

Three Barton Skyway (f)

Three Barton Skyway (i)

August 4, 2023 Austin, TX Office 173,302 $ 53,250 $ —

200 Barr Harbor Drive November 22, 2022 West Conshohocken, PA Office 86,000 $ 30,500 $ 8,740

11501 Burnett Road (d)

11501 Burnett Road (g)

July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340

3151 Market Street (c) July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583

Gibbsboro Portfolio (b)

3151 Market Street (f)

July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583

Gibbsboro Portfolio (e)

June 28, 2022 Gibbsboro, NJ Office/Land 42,809 / 4.0 acres

$ 4,100 $ 831

25 M Street (e) April 14, 2022 Washington, D.C.

25 M Street (h)

April 14, 2022 Washington, D.C.

Land 0.8 acres $ 29,675 $ 3,836

Gateway G & H January 20, 2022 Richmond, VA Land 10.0 acres $ 1,600 $ 897

1100 Lenox Drive September 8, 2021 Lawrenceville, NJ Land 5.0 acres $ 2,575 $ 68

2100-2200 Lenox Drive July 6, 2021 Lawrenceville, NJ Land 35.2 acres $ 8,900 $ 842

3025 JFK Boulevard February 2, 2021 Philadelphia, PA Leasehold Interest 1.0 acres $ 34,800 $ 2,000

(a) Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b) Includes $ 0.7 million of gain on sale of undepreciated real estate and $ 0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.

(c) On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party.

(b) The Company provided the purchaser with $ 15.5 million in seller financing which is subordinate to a first mortgage.

The seller financing is subject to mandatory redemption by no later than the tenth anniversary of the closing date of the sale and is classified within “Other Assets” on the consolidated balance sheet.

The Company estimated the fair value of its impaired properties and the related impairment losses based upon purchase and sale agreements.

(d) The Company provided the purchaser with $ 4.4 million in seller financing, which is classified within “Other Asset” on the consolidated balance sheet.

(e) Includes $ 0.7 million of gain on sale of undepreciated real estate and $ 0.1 million of gain on disposition of real estate included within the consolidated statements of operations for the twelve months ended December 31, 2022.

(f) On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party.

The Company's initial deemed contribution in the project was $ 30.4 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”).

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See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

(d) On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party.

(g) On July 29, 2022, the Company contributed a 4.7 acre parcel of land held for development at 11501 Burnet Road in Austin, Texas to a newly formed joint venture with an unaffiliated third party.

The project is part of the Uptown ATX master development.

The Company's combined contributed initial land investment in the project was $ 32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine Uptown Office LLC and Brandywine One Uptown Multifamily LLC, (together, “One Uptown Ventures)”).

The Company's combined contributed initial land investment in the project was $ 32.5 million and the transaction resulted in the deconsolidation of the property and formation of Brandywine

Uptown Office LLC and Brandywine One Uptown Multifamily LLC (together, “One Uptown Ventures)”).

The Company recorded its investment at fair value and recognized a gain of $ 8.3 million in “Net gain on disposition of real estate” on the consolidated statements of operations.

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See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.

(e) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.

(f) Recognized a provision for impairment of $ 16.7 million on the property prior to the sales.

3025 JFK Venture

In addition, on February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one -acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to a newly formed joint venture with an unaffiliated third party.

The project is part of the Schuylkill Yards master development.

The Company's investment in the project was valued at $ 34.8 million and the transaction resulted in deconsolidation of the property and conversion of Brandywine Opportunity Fund, L.P.

(formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture ( “ 3025 JFK Venture ” ).

The Company recorded its investment at fair value and recognized a gain of $ 2.0 million in “ Net gain on sale of undepreciated real estate ” on the consolidated statements of operations.

See Note 4, “ Investment in Unconsolidated Real Estate Ventures, ” for further information.

(h) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.

(i) Recognized a provision for impairment of $ 16.7 million on the properties prior to the sales.

3151 Market Venture

On July 14, 2022, the Company contributed 500,000 square feet of FAR relating to its 99-year prepaid leasehold interest at 3151 Market Street in Philadelphia, Pennsylvania, acquired on April 29, 2022, to a newly formed joint venture with an unaffiliated third party.

The Company's initial deemed contribution in the project was $ 30.4 million and the transaction

resulted in deconsolidation of the property and conversion of Brandywine 3151 Market, LP, (formerly a wholly-owned subsidiary of the Operating Partnership) to a real estate venture (“3151 Market Street Venture”).

The Company recorded its investment at fair value and recognized a gain, net of transaction costs, of $ 2.6 million, in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations.

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Held for Use Impairment

For the year ended December 31, 2024, the Company recognized impairment losses totaling $ 23.5 million on one property in the Other segment.

The estimated fair value is considered Level 3 in accordance with ASC 820 and was based upon a purchase and sale agreement as of September 30, 2024 that was not completed as of December 31, 2024 due to the termination of the purchase and sale agreement.

For the year ended December 31, 2023, the Company recorded aggregate impairment charges of $ 103.2 million on three properties within the Company’s Metropolitan Washington, D.C.

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As of December 31, 2024 and 2023, the Company had no assets held for sale.

As of December 31, 2021, the Company determined that the sale of two adjacent parcels of land within the Other segment totaling 10.0 acres was probable and classified these properties as held for sale.

As such, $ 0.6 million was classified as Assets held for sale, net” on the consolidated balance sheets.

The Company closed on the sale of the two parcels of land on January 20, 2022 for an aggregate sales price of $ 1.6 million.

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of December 31, 2023, the Company held ownership interests in twelve unconsolidated real estate ventures for a net aggregate investment balance of $ 552.5 million, which includes a negative investment balance in one unconsolidated real estate venture of $ 48.7 million, reflected within “Other liabilities” on the consolidated balance sheets.

As of December 31, 2023, five of the real estate ventures owned properties that contained an aggregate of approximately 9.1 million net rentable square feet of office space;

two real estate ventures owned 1.4 acres of land held for development;

four real estate venture owned 7.5 acres of land in active development;

and one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space.

As of December 31, 2024, the Company held ownership interests in ten unconsolidated real estate ventures for a net aggregate investment balance of $ 570.5 million.

As of December 31, 2024, four of the real estate ventures owned properties (directly or through leasehold interests) that contained an aggregate of approximately 3.9 million net rentable square feet of office space;

two of the real estate ventures owned 1.4 acres of land held for development;

and four of the real estate ventures owned 7.5 acres of land in active development.

The Company accounts for its interests in the unconsolidated real estate ventures, which range from 20 % to 84 %, using the equity method.

Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash.

Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash, including cash from operations and cash from capital events, such as sales of properties.

The Company earned management fees from the unconsolidated real estate ventures of $ 7.7 million, $ 8.1 million and $ 8.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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$ 179,061 $ 272,216 $ ( 134,545 ) $ ( 18,791 ) $ ( 12,128 ) $ 220,000 $ 220,000

Mid-Atlantic Office Venture (e)

Mid-Atlantic Office Venture

10,844 — 7,141 ( 26,448 ) 412 62,023 132,770

Herndon Innovation Center Metro Portfolio Venture, LLC 15 % 3,518 15,304 ( 11,854 ) ( 536 ) ( 174 ) 233,443 207,302

Herndon Innovation Center Metro Portfolio Venture, LLC (f)

15 % — 3,518 — ( 11,854 ) ( 536 ) — 233,443

MAP Venture (b) 5 % — ( 48,733 ) ( 6,541 ) ( 10,580 ) ( 8,340 ) — 179,842

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42,969 25,242 ( 1,648 ) ( 2,474 ) ( 985 ) 160,000 257,700

4040 Wilson Venture (c) 50 % 29,419 29,633 ( 2,536 ) ( 1,211 ) ( 2,258 ) 145,000 145,070

1919 Venture (d) 50 % — — — 1,392 427 — —

Brandywine - AI Venture LLC 50 % — — — — ( 721 ) — —

50 % 42 — 986 — — — —

4040 Wilson Venture (c) (d)

50 % — 29,419 ( 10,618 ) ( 2,536 ) ( 1,211 ) — 145,000

1919 Venture (g)

50 % — — — — 1,392 — —

One Uptown - Multifamily (c) 50 % 29,818 32,124 ( 3,800 ) — — 72,197 40,270

Development Properties

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One Uptown - Office (c) 62 % 60,677 47,036 ( 201 ) — — 69,047 51,701

One Uptown - Multifamily (c) 50 % 32,124 30,445 — — — 40,270 —

$ 570,455 $ 552,494 $ ( 191,585 ) $ ( 77,915 ) $ ( 22,016 ) $ 757,021 $ 1,412,758

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(d) On November 30, 2022, the Company sold its interest in 1919 Venture.

(d) On December 20, 2024, the Company sold its interest in the 4040 Wilson Venture.

See “4040 Wilson Venture” section for more information on the disposal.

(e) On December 20, 2024 KB JV sold its entire 14 industrial/flex building portfolio out of the KB JV.

See "KB JV" section for more information on the disposal.

(f) As of December 31, 2024, the Company has no further investments in Herndon Innovation Center.

See “Herndon Innovation Center Metro Portfolio Venture, LLC” section for more information on the divestiture.

(g) On November 30, 2022, the Company sold its interest in 1919 Venture.

See “1919 Venture” sections for more information on the disposal.

(e) On January 9, 2024 the real estate venture’s secured mortgage loan matured.

The real estate venture is in active discussions, including with the mortgage lender, as to a potential extension of the loan or other restructuring of the venture.

The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2024 and December 31, 2023 (in thousands):

December 31, 2023 December 31, 2022

December 31, 2024 (b)

December 31, 2023

Net property $ 1,641,085 $ 2,339,921

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In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.

(b) Excludes amounts related to the Herndon Innovation Center Metro Portfolio Venture, LLC and the New MAP Venture as the Company discontinued applying the equity method of accounting.

The Company discontinued applying the equity method of accounting on the Herndon Innovation Center Metro Portfolio Venture, LLC after March 31, 2024 and discontinued applying the equity method of accounting on the New MAP Venture after June 30, 2024.

The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the twelve-month periods ended December 31, 2024, 2023 and 2022 (in thousands):

Year Ended December 31,

2023 2022 2021

Revenue $ 157,361 $ 232,895 $ 244,981

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Equity in loss of unconsolidated real estate ventures $ ( 191,585 ) $ ( 77,915 ) $ ( 22,016 )

(a) Represents other-than-temporary impairment on investment in unconsolidated joint venture due to a decline in fair value below the carrying value of our investments in the unconsolidated joint venture for the year ended December 31, 2023.

(b) Excludes amounts related to the Herndon Innovation Center Metro Portfolio Venture, LLC and the New MAP Venture as the Company discontinued applying the equity method of accounting.

The Company discontinued applying the equity method of accounting on the Herndon Innovation Center Metro Portfolio Venture, LLC after March 31, 2024 and the New MAP Venture after June 30, 2024.

As of December 31, 2024, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):

2024 $ 803,756

Total principal payments 757,021

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One Uptown Ventures

On December 1, 2021, the Company established the One Uptown Ventures with affiliates of Canyon Partners Real Estate to commence development of One Uptown, a $ 335.6 million mixed-use project in Austin, Texas.

One Uptown has been designed to deliver 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail space (through the

“ office ” joint venture) and 341 apartment residences and a public park (through the “ multifamily ” joint venture) and a six-story parking garage to be shared by the two joint ventures.

The Company's partner in each of the two joint ventures has agreed, subject to customary funding conditions, including closing of the applicable construction loan, to fund approximately $ 64.5 million of the combined project costs in exchange for a 50 % preferred equity interest in each of the two joint ventures, with the Company retaining a 50 % common equity interest in each.

Under the terms of each of the joint venture agreements, the joint venture partner had no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan.

On December 1, 2021, the Company established the One Uptown Ventures, two unconsolidated real estate ventures, with affiliates of Canyon Partners Real Estate to develop “ One Uptown, ” a $ 345.6 million mixed-use project in Austin, Texas.

One Uptown has been designed as a 348,000 square feet of Class-A workspace and 15,000 square feet of street-level retail space (through the “ office ” joint venture) and 341 apartment residences and a public park (through the “ multifamily ” joint venture) and a six-story parking garage to be shared by the two unconsolidated real estate ventures.

At the time of formation of the ventures, the Company's partner in each venture agreed, subject to closing of the applicable construction loans, to fund approximately $ 64.5 million of the combined project costs in exchange for a 50 % preferred equity interest in each of the two ventures, with the Company retaining a 50 % common equity interest in each.

Under the terms of each of the venture agreements, the venture partner had no obligation to fund any portion of the applicable project costs until the closing of the applicable construction loan.

The absence of this obligation prevented Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans.

On July 29, 2022, the One Uptown Ventures closed on two separate construction loans.

The office joint venture closed on a $ 121.7 million construction loan which bears interest at Secured Overnight Offering Rate ( “ SOFR ”) plus 3.00 % and the multifamily joint venture closed on an $ 85.0 million construction loan which bears interest at SOFR plus 2.45 %, plus, in each case, a daily SOFR adjustment of 10 basis points.

Both loans mature in July 2026.

The Company has also provided a carry guarantee and limited payment guarantee up to 30 % and 15 % of the principal balance of the $ 121.7 million and $ 85 million construction loan, respectively.

The Company subsequently recognized the formation of the joint ventures and deconsolidated the projects upon the closing of the loans.

The office venture closed on a $ 121.7 million construction loan which bears interest at Secured Overnight Offering Rate ( “ SOFR ”) plus 3.00 % and the multifamily venture closed on an $ 85.0 million construction loan, which bears interest at SOFR plus 2.45 %, plus, in each case, a daily SOFR adjustment of 10 basis points.

Both loans have original maturity dates in July 2026 with a one year option to extend.

The Company has also provided a carry guarantee and limited payment guarantee up to 30 % and 15 % of the principal balances of the $ 121.7 million and $ 85 million construction loans, respectively.

The Company subsequently recognized the formation of the ventures and deconsolidated the projects upon the closing of the loans.

The Company has determined that the each of the One Uptown Ventures is a VIE.

As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the One Uptown Ventures.

Based upon each member's shared power over the activities of the One Uptown Ventures under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, the One Uptown Ventures are accounted for under the equity method of accounting.

Based upon each member's shared power over the activities of the One Uptown Ventures under the operating and related agreements, the One Uptown Ventures are accounted for under the equity method of accounting.

During the twelve months ended December 31, 2024, the Company contributed $ 11.1 million to the One Uptown - Office Venture, increasing the Company's aggregate investment balance to $ 60.7 million at December 31, 2024 and increasing the Company's equity ownership from 57 % to 62 %.

The contribution was used to pay interest on the One Uptown - Office Venture construction loan and arose from higher than budgeted interest carry costs.

The One Uptown - Office Venture was substantially complete in the first quarter of 2024.

The Company expects to place the One Uptown - Office Venture into service in the first quarter of 2025.

During the twelve months ended December 31, 2024, the Company contributed $ 0.0 million to the One Uptown - Multifamily Venture.

The One Uptown - Multifamily Venture was substantially complete and placed into service in the third quarter of 2024.

3151 Market Street Venture

On July 14, 2022, the Company formed a joint venture, with an unaffiliated third party, to develop a life science/office building containing approximately 417,000 rentable square feet under a long-term ground lease located at 3151 Market Street in Philadelphia, Pennsylvania.

The estimated project cost is approximately $ 317 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $ 49.9 million of the project costs in exchange for a 35 % preferred equity interest in the venture.

On July 14, 2022, the Company formed an unconsolidated real estate venture, with an unaffiliated third party, to develop a life science/office building containing approximately 417,000 rentable square feet under a long-term ground lease located at 3151 Market Street in Philadelphia, Pennsylvania.

The estimated project cost is approximately $ 317 million, and the joint

venture partner has funded approximately $ 49.9 million of the project costs in exchange for a 35 % preferred equity interest in the venture.

The Company has determined that the 3151 Market Street Venture is VIE.

As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3151 Market Street Venture.

Based upon each member's shared power over the activities of the 3151 Market Street Venture under the operating and related agreements, and the Company's lack of control over the development and construction phases of the project, 3151 Market Street Venture is accounted for under the equity method of accounting.

Based upon each member's shared power over the activities of the 3151 Market Street Venture under the operating and related agreements, the 3151 Market Street Venture is accounted for under the equity method of accounting.

During the twelve months ended December 31, 2024, the Company contributed $ 71.2 million to the 3151 Market Street Venture, increasing the Company's aggregate investment balance to $ 168.9 million at December 31, 2024 and increasing the Company's equity ownership from 64 % to 76 %.

The contribution was used to pay interest on the 3151 Market Street Venture construction loan and arose from higher than budgeted interest carry costs.

On March 17, 2022, the Company formed a joint venture, Cira Square REIT, LLC (“Cira Square Venture”), for the purpose of acquiring Cira Square, an office property located at 2970 Market Street in Philadelphia, Pennsylvania containing 862,692 rentable square feet for a gross purchase price of $ 383.0 million.

The Company owns a 20 % common equity interest in Cira Square Venture and provided an initial capital contribution of $ 28.6 million on the closing date.

On the closing date, Cira Square Venture obtained $ 257.7 million of third-party debt financing secured by the property.

The loan bears interest at 3.50 % over one-month term SOFR per annum capped at a total maximum interest rate of 6.75 % per annum, and matures in March 2024.

Based on the facts and circumstances at the formation of Cira Square Venture, the Company determined that the venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs.

As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate Cira Square Venture.

Based upon each member's substantive participating rights over the activities of

Cira Square Venture under the operating and related agreements, it is not consolidated by the Company, and is accounted for under the equity method of accounting.

The 3151 Market Street Venture was substantially completed in the fourth quarter of 2024.

The Company expects to place the 3151 Market Street Venture into service in the fourth quarter of 2025.

Cira Square Venture

On March 17, 2022, the Company formed an unconsolidated real estate venture, Cira Square REIT, LLC (“Cira Square Venture”), for the purpose of acquiring Cira Square, an office property located at 2970 Market Street in Philadelphia, Pennsylvania containing 862,692 rentable square feet for a gross purchase price of $ 383.0 million.

The Company owns a 20 % equity interest in Cira Square Venture and provided an initial capital contribution of $ 28.6 million on the closing date.

Upon its formation, the Cira Square Venture obtained a $ 257.7 million non-recourse mortgage loan to fund a portion of the costs to acquire Cira Square.

This mortgage loan bore interest at 3.50 % over one-month term SOFR per annum, and matured on April 1, 2024.

On April 1, 2024, the Cira Square Venture received an extension of the maturity date to July 1, 2024.

On May 6, 2024, the Cira Square Venture refinanced the loan through proceeds of a new $ 160.0 million non-recourse mortgage loan and a capital contribution by the Company and its partner in the aggregate amount of $ 96.9 million (of which the Company's share was $ 19.4 million).

The new mortgage loan bears interest at 8.817 % per annum and matures in June 2029.

At December 31, 2024, the Company's investment balance in the Cira Square Venture was $ 43.0 million .

4040 Wilson Venture

The 4040 Wilson LLC Venture (“4040 Wilson”) consists of one property containing an aggregate of 225,000 square feet of office/retail and 250 apartment units, located in the Metropolitan Washington, D.C.

The Company and its partner each own a 50 % interest in 4040 Wilson.

The residential component and office/retail portion of 4040 Wilson were substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively.

During the fourth quarter of 2021, 4040 Wilson refinanced the $ 150.0 million secured construction loan into a $ 155.0 million mortgage loan secured by the property.

The interest rate on this loan is 1.8 % over term SOFR and matures in December 2026.

Effective January 3, 2023, this debt was swapped to a fixed rate of 5.71 % through the maturity of the loan.

Brandywine - AI Venture

During the year ended December 31, 2021, Brandywine - AI Venture, recorded a $ 1.4 million held for sale impairment charge related to 3141 Fairview Park Drive.

The Company’s share of the impairment charge was $ 0.7 million, which is reflected in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2021.

The impairment was measured based on an executed sale agreement with a third-party.

The Company determined that its investment in the real estate venture is not impaired as the Company's share of the distributable cash is in excess of the Company's basis in the real estate venture.

On November 9, 2021, BDN AI Venture sold 3141 Fairview Park Drive, the last remaining office property, totaling 183,618 rentable square feet in Falls Church, Virginia, at an aggregate sales price of $ 27.6 million.

The Company received cash proceeds of $ 12.6 million after closing costs.

The Company recorded an $ 3.0 million gain within the caption “Net gain on real estate venture transactions” within its consolidated statements of operations for the year ended December 31, 2021 upon liquidation of the venture.

The 4040 Wilson LLC Venture (“4040 Wilson Venture”) consisted of one property containing an aggregate of 225,000 square feet of office/retail and 250 apartment units, located in the Metropolitan Washington, D.C.

The Company and its partner each owned a 50 % interest in the 4040 Wilson Venture.

During the quarter ended September 30, 2024, our partner elected to acquire our 50 % ownership interest in the 4040 Wilson Venture based on an agreed upon property value of $ 190.5 million.

As a result, the Company recognized an other than temporary impairment loss on its investment in this unconsolidated venture of $ 8.4 million.

The Company estimated the fair value of its impaired investment based on the completed transaction.

On December 24, 2024, we sold our 50 % interest in the 4040 Wilson Venture for $ 95.3 million (based on the $ 190.5 million property value).

3025 JFK Venture

On February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one -acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to the 3025 JFK Venture.

The Company's initial investment in this real estate venture at February 2, 2021 was $ 34.8 million.

The Company's initial investment in this unconsolidated real estate venture at February 2, 2021 was $ 34.8 million.

The real estate venture was formed to develop a 428,000 square foot mixed-use building at property under the long-term ground lease.

The estimated project cost is approximately $ 287.3 million, and the joint venture partner agreed, subject to customary funding conditions, to fund up to approximately $ 45.2 million of the project costs in exchange for a 45 % preferred equity interest in the venture and the Company will retain a 55 % preferred equity interest.

The estimated project cost is approximately $ 320.1 million, and the joint venture partner has funded approximately $ 45.2 million of the project costs in exchange for a 45 % preferred equity interest in the venture.

On July 23, 2021, the 3025 JFK Venture closed on a $ 186.7 million construction loan, which bears interest at 3.50 % plus LIBOR (subject to a LIBOR floor of 0.25 %) per annum and matures in July 2025.

In addition to its $ 34.8 million credit for contribution of the leasehold interest at 3025 JFK Venture, the Company has funded $ 20.5 million of project costs as of December 31, 2022.

The remaining project costs will be funded by the joint venture partner and the construction loan.

During the twelve months ended December 31, 2023, the Company contributed $ 7.1 million to the 3025 JFK Venture increasing Company's equity ownership from 55 % to 58 %.

Utilizing the proceeds from the contribution, the 3025 JFK Venture entered into an interest rate cap agreement to help mitigate the interest rate volatility associated with the variable interest rate on the 3025 JFK Venture's construction loan, which is scheduled to mature in July 2025.

The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the projected draw schedule.

During the twelve months ended December 31, 2024, the Company contributed an additional $ 17.5 million to the 3025 JFK Venture, and as a result, the Company's common equity ownership increased to 64 %.

The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the

projected draw schedule.

The strike rate of the interest rate cap is 3.00 % and the stated interest rate of the construction loan is SOFR + 3.6 %.

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As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3025 JFK Venture.

Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the

Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.

Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the Company’s lack of control over the 3025 JFK Venture, the 3025 JFK Venture is accounted for under the equity method of accounting.

The 3025 JFK Venture was substantially complete in the fourth quarter of 2023 and placed into service in the fourth quarter of 2024.

Mid-Atlantic Office JV

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segment, to the Mid-Atlantic Office JV, for a gross sales price of $ 192.9 million.

After the transaction, the Company owns approximately 25 % of the equity interest in the Mid-Atlantic Office JV through a $ 20.0 million preferred equity holding and approximately 15 % of the equity interest through a common equity interest (representing 20 % of the total common equity), for a combined approximately 40 % equity interest in the venture.

After the transaction, the Company owned approximately 25 % of the equity interest in the Mid-Atlantic Office JV through a $ 20.0 million preferred equity holding and approximately 15 % of the equity interest through a common equity interest (representing 20 % of the total common equity), for a combined approximately 40 % equity interest in the venture.

On the closing date, Mid-Atlantic Office JV also obtained $ 147.4 million of third-party debt financing secured by the twelve properties within the venture, with an initial advance of $ 120.8 million.

The remaining funds available under the loan are $ 18.5 million.

The loan bears interest at LIBOR + 3.15 % capped at a total maximum interest rate of 5.7 % and matured on January 9, 2024.

The real estate venture is in discussions, including with the mortgage lender as to a potential extension of the loan or other restructuring of the venture.

As of December 31, 2023, our investment in the Mid-Atlantic Office JV was zero, and we have discontinued applying the equity method of accounting on these assets as we have not guaranteed their obligations or otherwise committed to providing financial support.

As of December 31, 2023, the Company's investment in the Mid-Atlantic Office JV was zero, and we discontinued applying the equity method of accounting on these assets because, at this time, we did not have any guarantees or other obligations to support this venture.

On August 9, 2024 as part of a loan restructuring for the Mid-Atlantic Office Venture which included forgiveness of $ 39.8 million of the venture's debt, the Company elected to fund $ 4.1 million to fund a portion of a lender pay down for the venture.

The Company's contribution is an equity method investment in the Mid-Atlantic Office JV and the Company recorded the contribution to Investment in unconsolidated real estate ventures on the consolidated balance sheets.

The Mid-Atlantic Office Venture has liquidation rights and priorities that are different from ownership percentages.

As such, equity in earnings is determined using the hypothetical liquidation book value (“HLBV”) method.

Income or loss is recorded based on changes in what would be received should the entity liquidate all of its assets (as valued in accordance with GAAP) and distribute the resulting proceeds based on the terms of the respective agreements.

The HLBV method is a balance sheet focused approach commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

Commerce Square Venture

The properties held by the venture are encumbered by existing mortgages that were set to expire on April 5, 2023.

The lender of the mortgages provided the venture with a two month extension until June 5, 2023.

On June 2, 2023, the mortgages were refinanced through a secured loan facility.

The secured loan totals $ 220.0 million and bears an all-in fixed interest rate of 7.79 % which matures in June 2028.

The Commerce Square Venture consists of two entities that, together, own two office properties in Philadelphia, Pennsylvania.

The properties were encumbered by existing mortgages that were set to expire on April 5, 2023 and that were, following extension, refinanced on June 2, 2023 through a $ 220.0 million secured loan that bears an all-in fixed interest rate of 7.79 % and matures in June 2028.

In connection with the refinancing, the Company contributed $ 46.5 million to the Commerce Square Venture in exchange for an additional 8 % equity interest in the venture.

On August 26, 2024, the Company agreed to fund and subsequently funded in November 2024, an additional $ 23.0 million in common equity contribution to the Commerce Square Venture, the proceeds from which were used by the Commerce Square Venture to pay down the preferred equity position of the Company’s partner in the Commerce Square Venture, thereby increasing a portion of the Company’s ownership interest in the Commerce Square Venture to 84 %.

In connection with the Company’s funding agreement, the Commerce Square Venture recorded impairment charges of $ 116.5 million during the quarter ended September 30, 2024 based on the excess of the carrying value of the properties over their estimated fair value.

Herndon Innovation Center Metro Portfolio Venture, LLC

The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Company's former Metropolitan Washington, D.C.

The Company and its partner own 15 % and 85 % interests in the Herndon Innovation Center, respectively.

The properties held by the venture are encumbered by a $ 233.4 million secured mortgage loan that is scheduled to mature in March 2024 and is nonrecourse to the Company.

The Company and its partners are in active discussions, including with the mortgage lender, as to a potential extension of the loan or other restructuring on the venture.

At present, there can be no assurance as to the outcome of these discussions.

The MAP Venture owns 58 office properties that contain an aggregate of 3,924,783 square feet located in the Pennsylvania Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C.

and Richmond, Virginia (“MAP Venture”).

The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February 2115.

Annual payments by the MAP Venture, as tenant under the ground lease, initially total $ 11.9 million and increase 2.5 % annually through November 2025.

Thereafter, annual rental payments increase by 2.5 % or CPI at the discretion of the lessor.

The mortgage loan had an original maturity date of August 1, 2023.

The lender provided the MAP Venture with three successive two-month extensions until February 27, 2024.

At December 31, 2023, the mortgage balance was $ 179.8 million.

The Company and its partner are actively working to recapitalize the MAP Venture and the mortgage debt prior to maturity, but there can be no assurances that the debt will be satisfied or additional extension options will be provided by the existing lender.

At December 31, 2023, the Company's negative investment balance was $ 48.7 million.

The Company has no obligation to fund additional equity to the MAP Venture.

On November 30, 2022, the Company sold its 50 % ownership interest in the 1919 Venture for a gross sales price of $ 83.2 million, a portion of which satisfied in full the $ 44.4 million outstanding loan between the Company and the venture.

The Company recorded a gain on sale of $ 26.7 million with the caption “Net gain on real estate venture transactions” within its consolidated statement of operations for the year ended December 31, 2022.

JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture (“51 N Street”) and 1250 First Street Office, LLC Venture (“1250 First Street”), with the Company owning a 70.0 % equity interest and JBG/DC Manager, LLC (“JBG”) owning a 30.0 % equity interest in each of the two ventures.

The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consisted of eight properties containing an aggregate of 1,293,197 square feet, located in the Company's former Metropolitan Washington, D.C.

The Company and its partner owned 15 % and 85 % interests in the Herndon Innovation Center, respectively.

The properties

held by the venture were encumbered by a $ 233.4 million secured mortgage loan that matured on March 29, 2024 and was nonrecourse to the Company.

During 2024, the Company, its partners, and the mortgage lender have transferred their interests in the Herndon Innovation Center through a deed in lieu over a portion of the assets and a seller assisted short sale over the remaining assets.

As of December 31, 2024, the Company has no further investments in Herndon Innovation Center.

MAP Venture and New MAP Venture

On June 28, 2024, the Company recapitalized one of its unconsolidated real estate ventures, referred to as the “Original MAP Venture,” in which the Company had a negative investment balance of $ 52.2 million as of March 31, 2024 and a 50 % ownership interest.

Through the recapitalization, the Original MAP Venture transferred, for $ 26.0 million, 14 of the 57 properties in which it held ground lease interests to a newly-formed real estate venture, referred to below as the “KB JV,” owned equally between the Company and the ground lessor of the land on which all of the 57 properties are situated.

The Original MAP Venture used substantially all of the proceeds it received from the transfer of the 14 properties to pay down its non-recourse mortgage loan to $ 154.6 million.

Through the recapitalization of the MAP Venture, the Company redeemed the entire interest of its former partner in the MAP Venture for a nominal amount and reversed the Company’s negative investment balance to zero , resulting in a one-time, non-cash gain of $ 53.8 million.

The non-recourse mortgage loan was amended as part of the pay-down, and, as amended, has a scheduled maturity date of March 1, 2027 (subject to mandatory pay downs as properties that remain owned by the New MAP Venture are sold), bears interest at SOFR plus 2.75 % and provides the lender with a 95 % entitlement to residual cash from operations and capital proceeds, if any, after the mortgage loan has been repaid and after all obligations to the ground lessor and other third parties have been satisfied.

Pursuant to the amended loan, the Company has agreed to fund up to $ 12.0 million for tenant and capital improvements pursuant to leases that the Company, on behalf of the New MAP Venture, proposes, in its discretion, to enter into at the properties owned by the New MAP Venture, which amounts, when funded, will accrue interest at 8.0 % per annum.

As of June 30, 2024, the Company's investment in the New MAP Venture was zero , and the Company discontinued applying the equity method of accounting on the New MAP Venture.

The Company has not guaranteed any of the obligations of the New MAP Venture or otherwise committed to funding any future losses.

JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture (“51 N Street”) and 1250 First Street Office, LLC Venture (“1250 First Street”), with the Company owning a 70.0 % equity interest in each of the two ventures and JBG/DC Manager, LLC (“JBG”) owning a 30.0 % equity interest in each of the two ventures.

51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped land.

DEBT AND PREFERRED EQUITY INVESTMENTS

Austin Preferred Equity Investment

On December 31, 2020, the Company invested $ 50.0 million in exchange for a preferred equity interest in a single-purpose entity that owned two stabilized office buildings located in Austin, Texas.

The Company accounted for this mandatorily redeemable investment as a note receivable, which was included within “Other assets” on the consolidated balance sheets.

The preferred equity interest accrued a 9.0 % annual return, compounded and paid monthly.

The investment was required to be redeemed no later than December 31, 2023 (subject to a one-year extension option).

On September 3, 2021, the $ 50.0 million investment was redeemed prior to maturity.

1919 Venture Note Receivable

During 2018, each of the Company and the other equity partner in 1919 Venture, then an unconsolidated real estate venture, provided a $ 44.4 million mortgage loan to 1919 Venture and, as a result, the Company recorded a $ 44.4 million related-party note receivable from 1919 Venture, which bore interest at a fixed 4.0 % per annum interest rate with a scheduled maturity on June 25, 2023.

The $ 44.4 million note was repaid in full upon the sale of the Company's 50 % ownership interest in 1919 Venture on November 30, 2022.

See Note 4 “Investment in Unconsolidated Real Estate Ventures” for further information regarding 1919 Venture.

During the year ended December 31, 2024, the JBG Ventures recorded held in use impairments in the properties of the venture based on the excess of the carrying value of the properties over their estimated fair value.

Brandywine's share of the JBG Ventures impairment is approximately $ 22.2 million.

On June 28, 2024 as discussed above under “MAP Venture,” the Company formed a new joint venture, KB JV, LLC (the "KB JV") which acquired leasehold interests in 14 properties from the MAP Venture for $ 26.0 million.

The 14 properties owned by the KB JV consist of an aggregate of 641,819 net rentable square feet and are located in Richmond, Virginia.

The Company owns a 50 % equity interest in the KB JV and the portfolio assets are unencumbered by third party debt.

In connection with the formation of KB JV, KB JV loaned $ 13.0 million to the Company to fund the purchase of the 14 properties.

The loan from KB JV is classified as “Unsecured term loan, net” on the consolidated balance sheet.

Upon sale of the properties, Kawa, as fee owner, and KB JV as leasehold owner, agreed to cause both the leasehold and fee interests in the portfolio to be sold.

On December 20, 2024 KB JV sold its entire 14 industrial/flex building portfolio totaling 643,000 square feet for $ 66.8 million, generating approximately $ 15.5 million of net proceeds to Brandywine for its 50 % ownership interest after repayment of the $ 13.0 million loan from the KB JV.

Lessor Accounting

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Present value of operating lease liabilities $ 23,546

The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by the Company.

certain returns are achieved by the Company.

Such amounts, if any, will be reflected as contingent rent when incurred.

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Below market leases acquired $ 17,588 $ ( 9,318 ) $ 8,270

For the years ended December 31, 2023, 2022, and 2021, the Company accelerated the amortization of intangible assets by approximately $ 0.1 million, $ 0.4 million, and $ 3.6 million, respectively, as a result of tenant move-outs prior to the end of the associated lease term.

For the years ended December 31, 2023, 2022, and 2021 the Company accelerated the amortization of approximately $ 0.01 million, $ 0.1 million, and $ 0.6 million of intangible liabilities as a result of tenant move-outs.

For the year ended December 31, 2024, the Company had no acceleration of its amortization of intangible assets as a result of tenant move-outs prior to the end of the associated lease term.

For the years ended December 31, 2023, and 2022, the Company accelerated the amortization of intangible assets by approximately $ 0.1 million, and $ 0.4 million, respectively, as a result of tenant move-outs prior to the end of the associated lease term.

For the year ended December 31, 2024 the Company had no acceleration of its amortization of intangible liabilities as a result of tenant move-outs.

For the years ended December 31, 2023, and 2022 the Company accelerated the amortization of approximately $ 0.01 million, and $ 0.1 million of intangible liabilities as a result of tenant move-outs.

As of December 31, 2024, the Company’s annual amortization for its intangible assets/liabilities, assuming no prospective early lease terminations, was as follows (dollars in thousands):

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2025 $ 1,692 $ 842

2025 1,485 869

2026 1,093 739

Thereafter 1,924 4,044

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Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.70 %

June 2027 (b)

June 2027 (a)

$ 70.0 million Term Loan

$ 70,000 $ 70,000 SOFR + 2.00 %

February 2024 (a)(c)

February 2025 (a)

$ 350.0 M 4.10 % Guaranteed Notes due 2024

— 54,301 3.87 % February 2023 (d)

$ 350.0 M 4.10 % Guaranteed Notes due 2024 (e)

$ — $ 340,000 3.78 % October 2024

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$ 350.0 M 8.30 % Guaranteed Notes due 2028

350,000 350,000 7.98 % (f)

$ 350,000 $ 350,000 8.48 % (c)

$ 350.0 M 4.55 % Guaranteed Notes due 2029

350,000 350,000 4.30 % October 2029

$ 350.0 M 8.88 % Guaranteed Notes due 2029

$ 400,000 $ — 8.97 % April 2029

Indenture IA (Preferred Trust I) 27,062 27,062 SOFR + 1.51 %

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(a) Spread includes a 10 basis point daily SOFR adjustment.

(b) On November 23, 2022, the unsecured term loan of $ 250.0 million was swapped to a fixed rate of 5.01 % and matures on June 30, 2027.

The effective date of the swap is January 31, 2023.

The Company executed the 12 month extension through February 2025 .

(d) On January 20, 2023, the Company redeemed in full its then outstanding 3.95 % Guaranteed Notes due 2023 (the “ 2023 Notes ” ).

The redemption price of the 2023 Notes was approximately $ 55.2 (approximately $ 54.3 million in principal and approximately $ 0.92 million of accrued and unpaid interest).

(e) On December 22, 2023, the Company repurchased $ 10.0 million of its outstanding $ 350 million Notes due 2023 ahead of its scheduled maturity at a price of 98.6 % and paid accrued interest of $ 0.1 million.

As a result of the repurchase the Company recorded a gain from the early extinguishment of debt of $ 0.1 million.

(f) The note includes an interest rate adjustment provision whereby the interest rate payable on the notes is subject to an 25 basis point adjustment if either Moody's or S&P downgrades (or subsequently upgrades) its rating assigned to the 2028 Notes.

During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1.

As a result of the downgrade, the interest rate on our 2028 Notes increased 25 basis points in September 2023 to 7.80 %.

Subsequent to December 31, 2023, S&P downgraded our senior unsecured credit rating from BBB- to BB+.

As a result of the downgrade, the interest rate will increase 25 basis points in March 2024 to 8.05 %.

(g) On January 16, 2024, the Trust Preferred I - Indenture IA was swapped to a fixed rate at 5.14 % for the period from March 30, 2024 to December 30, 2026 and Trust Preferred I - Indenture IB and Trust Preferred II - Indenture II were swapped to a fixed rate at 5.24 % for the period from January 30, 2024 to January 30, 2027.

(b) On November 23, 2022, the unsecured term loan of $ 250.0 million was swapped to a fixed rate.

At December 31, 2024, the fixed rate for this instrument was 5.41 % and matures on June 30, 2027.

The effective date of the swap was January 31, 2023.

As a result of the downgrade, the interest rate on our 7.55 % Guaranteed Notes due 2028 (the "2028 Notes") increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes.

During the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+.

As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05 % in March 2024 due to the coupon adjustment provisions within the 2028 Notes.

During the second quarter of 2024, Moody's downgraded our senior unsecured credit rating from Ba1 to Ba2.

As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30 % in April 2024 due to the coupon adjustment provisions within the 2028 Notes.

(d) On January 16, 2024, the Trust Preferred I - Indenture IA was swapped to a fixed rate at 5.14 % for the period from March 30, 2024 to December 30, 2026 and Trust Preferred I - Indenture IB and Trust Preferred II - Indenture II were swapped to a fixed rate at 5.24 % for the period from January 30, 2024 to January 30, 2027.

The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower with the Operating Partnership) but does not by itself incur unsecured indebtedness.

The Parent Company has no material assets other than its investment in the Operating Partnership.

Guaranteed Notes due 2029

O n April 12, 2024, th e Company completed an underwritten offering of $ 400.0 million aggregate principal amount of its 8.875 % Guaranteed Notes due 2029 (the “2029 Notes”).

The 2029 Notes were priced at approximately 99.51 % of their face amount.

The Company received approximately $ 391.8 million of net proceeds after the deduction for underwriting discounts and offering expenses.

On April 15, 2024, the Company commenced a tender offer (the “Tender Offer”) for any and all of the outstanding $ 335.1 million principal amount of its 4.10 % Guaranteed Notes due 2024 (the “2024 Notes”).

The purchase price offered per $1,000 principal amount of 2024 Notes pursuant to the Tender Offer was determined by reference to the fixed spread for the 2024 Notes of 0 basis points plus the yield based on the bid-side price of the 4.250 % U.S.

Treasury due September 30, 2024.

The Tender Offer expired on April19, 2024.

Upon completion of the Tender Offer, on April 23, 2024, the Company issued a

redemption notice to redeem any 2024 Notes that remained outstanding after the Tender Offer.

On June 7, 2024, the Company redeemed the $ 113.4 million principal amount of the 2024 Notes at the aggregate principal amount outstanding together with accrued and unpaid interest thereon to the redemption date.

Secured Facility due 2028

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The Secured Facility has a scheduled maturity date of February 6, 2028 and may be prepaid in full on or after March 6, 2025, subject to a prepayment premium, and may be prepaid in full on or after August 6, 2027 without any prepayment premium.

Facility bears interest at 5.88 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.

The Secured Facility bears interest at 5.88 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.

Unsecured Credit Facility and Unsecured Term Loan

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The Company received approximately $ 344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.

Guaranteed Notes due 2023

On December 20, 2022, the Company used a portion of the net proceeds from the offering of the 2028 Notes to repurchase $ 295.7 million aggregate principal amount of its outstanding 3.95 % guaranteed notes due 2023 (the “2023 Notes”), through a tender offer, together with $ 4.1 million of accrued and unpaid interest thereon.

The Company recognized a $ 0.4 million loss on early extinguishment of debt related to the total repurchase.

On January 20, 2023, the Company completed the redemption of the remaining $ 54.3 million aggregate principal amount of the 2023 Notes.

The Company was in compliance with all financial covenants as of December 31, 2024.

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Variable rate debt $ 430,293 $ 403,880 $ 410,932 $ 370,665

Secured fix rate debt

Fixed rate debt

$ 242,605 $ 232,804 $ 241,847 $ 233,088

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Swap Interest Rate Cash Flow (a) $ 250,000 $ — 3.713 % November 23, 2022 June 30, 2027 $ 1,666 $ —

Swap Interest Rate Cash Flow (a) 27,062 — 3.629 % January 12, 2024 December 30, 2026 206 —

Swap Interest Rate Cash Flow (a) 51,548 — 3.725 % January 12, 2024 January 30, 2027 313 —

Swap Interest Rate Cash Flow (a) $ — $ 250,000 3.713 % November 23, 2022 June 30, 2027 $ — $ ( 757 )

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Under the applicable accounting guidance, the redemption value of limited partnership units are carried at fair value.

The Parent Company believes that the aggregate settlement value of these interests (based on the number of units outstanding and the average closing price of the common shares during the last five business days of the quarter) was approximately $ 2.8 million and $ 3.2 million as of December 31, 2023 and December 31, 2022, respectively.

The Parent Company believes that the aggregate settlement value of these interests (based on the number of units outstanding and the average closing price of the common shares during the last five

business days of the quarter) was approximately $ 2.9 million and $ 2.8 million as of December 31, 2024 and December 31, 2023, respectively.

BENEFICIARIES' EQUITY OF THE PARENT COMPANY

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The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares.

On January 3, 2019, the Board of Trustees authorized the repurchase of up to

$ 150.0 million common shares from and after January 3, 2019.

On January 3, 2019, the Board of Trustees authorized the repurchase of up to $ 150.0 million common shares from and after January 3, 2019.

During the year ended December 31, 2024 and 2023, the Company did no t repurchase any common shares.

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Net income (loss) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992

Net loss attributable to noncontrolling interests 22 22 2 2 3 3

Net (income) loss attributable to noncontrolling interests ( 5 ) ( 5 ) 22 22 2 2

Nonforfeitable dividends allocated to unvested restricted unitholders ( 1,178 ) ( 1,178 ) ( 567 ) ( 567 ) ( 456 ) ( 456 )

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The Company contributions were $ 0.9 million, $ 0.7 million, and $ 0.4 million in 2024, 2023, and 2022, respectively.

Restricted Share Rights Awards

As of December 31, 2023, 889,166 restricted share rights (“Restricted Share Rights”) were outstanding under the Company's long term equity incentive plan.

These Restricted Share Rights vest over one to three years from the initial grant dates.

The remaining compensation expense to be recognized with respect to these awards at December 31, 2023 was $ 1.8 million and is expected to be recognized over a weighted average remaining vesting period of 0.97 .

Restricted Share Unit Awards

As of December 31, 2024, 1,783,508 restricted share rights and units (“Restricted Share Units”) were outstanding under the Company's long term equity incentive plan.

These Restricted Share Units vest over one to three years from the initial grant dates.

The remaining compensation expense to be recognized with respect to these awards at December 31, 2024 was $ 1.4 million and is expected to be recognized over a weighted average remaining vesting period of 1.07 years.

During the years ended December 31, 2024, 2023, and 2022, the amortization related to outstanding Restricted Share Rights was $ 6.5 million (of which $ 0.9 million was capitalized), $ 4.7 million (of which $ 0.5 million was capitalized), and $ 4.5 million (of which $ 0.7 million was capitalized), respectively.

Compensation expense related to outstanding Restricted Share Rights is included in general and administrative expense.

The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2023:

Compensation expense related to outstanding Restricted Share Units is included in general and administrative expense.

The following table summarizes the Company’s Restricted Share Units activity during the year-ended December 31, 2024:

Shares Weighted Average Grant Date Fair Value

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Non-vested at December 31, 2024 1,783,508 $ 5.13

On February 16, 2023, the Compensation Committee awarded to officers of the Company an aggregate of 528,590 Restricted Share Rights, which vest over three years from the grant date.

On February 26, 2024, the Compensation Committee awarded to officers of the Company an aggregate of 1,251,803 Restricted Share Units, which vest over three years from the grant date.

Each Restricted Share Right entitles the holder to one common share upon settlement.

The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the settlement date.

Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement prior to the vesting or settlement date.

The Parent Company pays dividend equivalents on the Restricted Share Units prior to the settlement date.

Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Units, retire in a qualifying retirement prior to the vesting or settlement date.

Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company.

In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.

The Restricted Share Rights granted in 2023, 2022, and 2021 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 225 % of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest.

In addition to the basic award, up to an aggregate of 925,642 , 406,179 , and 388,840 shares may be awarded under the outperformance feature for the 2023, 2022, and 2021 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2023, the Company has no t recognized any compensation expense related to the outperformance features for the 2021 awards and 2022 awards and has recognized $ 0.5 million related to the outperformance feature for the 2023 awards.

The Restricted Share Units granted in 2024, 2023, and 2022 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 275 % of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and capital markets based targets during a three-year performance period with an additional 366 days of service generally required to fully vest.

In addition to the basic award, up to an aggregate of 2,669,293 , 925,642 , and 406,179 shares may be awarded under the outperformance feature for the 2024, 2023, and 2022 awards, respectively, to those senior officers whose Restricted Share Units awards include the “outperformance feature.” As of December 31, 2024, the Company has recognized $ 2.1 million and $ 4.0 million of compensation expense related to the outperformance features for the 2022 awards and 2023 awards respectively and has not recognized any compensation expense related to the outperformance feature for the 2024 awards.

The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable.

In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.

In addition, on February 16, 2023, the Compensation Committee awarded non-officer employees an aggregate of 92,703 Restricted Share Rights that generally vest in three equal annual installments.

In addition, on February 26, 2024, the Compensation Committee awarded non-officer employees an aggregate of 142,320 Restricted Share Units that generally vest in three equal annual installments.

Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.

Restricted Performance Share Units Plan

The Compensation Committee has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company.

The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods.

Restricted Performance Share Units Awards

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance based restricted share unit awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company.

The RPSUs are settled in common shares, with the number of common shares issuable in settlement varying between zero and 200 % of the target amount based on the achievement of certain performance or market conditions.

For 2022 and 2023 awards, the number of shares issuable is determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods (“Relative TSR”).

For 2024 awards, the number of common shares issuable is determined based on the Company’s achievement of certain operating metrics during three one-year performance periods, subject to further adjustment based on Relative TSR for the three-year term of the award.

The table below presents certain information as to unvested RPSU awards.

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Granted — — 417,268 417,268

Units Vested ( 9,877 ) ( 19,484 ) — ( 29,361 )

Units Cancelled ( 17,919 ) ( 37,802 ) ( 41,300 ) ( 97,021 )

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Measurement Period End Date 12/31/2024 12/31/2025 12/31/2026

Granted 380,957 516,852 1,057,173

516,852 1,057,173 1,251,803

Fair Value of Units on Grant Date (in thousands) $ 6,872 $ 7,125 $ 5,145

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The fair values of each award are being amortized over the three-year performance period.

For the 2021 and prior awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs.

The performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three year performance period;

provided that, in the case of qualifying retirement for the 2020 and later grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement.

In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the 2019 and prior RPSU grants through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period.

If an award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established.

We amortize awards with performance conditions using the graded expense method.

For 2022 and 2023 awards, the performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three-year performance period;

provided that, in the case of qualifying retirement, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement.

The target number of shares subject to 2024 RPSU awards was 1,251,803 , of which 417,268 were deemed to have a grant date in 2024.

The remainder of the 2024 awards will have a grant date in 2025 or 2026, when the performance conditions for those years are established by the Compensation Committee.

The determination and delivery of earned shares will be accelerated in the event of a change in control or the award recipient’s death before the end of the full three-year term of the award.

If the award recipient’s service ceases due to his or her qualifying retirement or disability during the term of the award, the award will remain outstanding and be earned based on actual performance for the full term of the award, subject to pro-ration based on the portion of the term actually worked.

Dividend equivalents will be credited as additional RPSUs during the term of the awards, subject to the same terms and conditions as the original RPSUs.

For the year ended December 31, 2024, the Company recognized amortization of the 2024, 2023 and 2022 RPSU awards of $ 8.0 million, of which $ 1.4 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.

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Employee Share Purchase Plan

The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85 % of the average closing price per share for a specified period.

payroll deductions and voluntary cash purchases at an amount equal to 85 % of the average closing price per share for a specified period.

Under the plan document, the maximum participant contribution for the 2024 plan year is limited to the lesser of 20 % of compensation or $ 50,000 .

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The liability is adjusted for changes in the market value of the participant-selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost.

The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan.

The Company has purchased insurance policies and mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan.

Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan.

For each of the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds.

For each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned insurance policies and mutual funds.

Participants in the Plan may elect to have all, or a portion of their deferred compensation invested in the Company’s common shares.

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The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized

based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies.

However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies.

Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

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Land held for development and construction in progress is transferred to operating properties by region upon completion of the associated construction or project.

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by geographic area.

Beginning on January 1, 2023, the properties that were historically part of the Company's Metropolitan Washington, D.C.

segment are reflected in the Company's Other reportable segment.

The operations for the former Metropolitan Washington, D.C.

segment for the twelve months ended December 31, 2022 and December 31, 2021 and real estate investments as of December 31, 2023 and December 31, 2022 as detailed below, have been included in the Other reportable segment.

Brandywine’s President and Chief Executive Officer has been identified as Brandywine’s Chief Operating Decision Maker (“CODM”), as defined in ASC 280.

The CODM evaluates Brandywine's portfolio and assesses the ongoing operations and performance of its projects utilizing the geographic segments listed above.

The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):

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Total $ 570,455 $ 552,494 $ ( 191,585 ) $ ( 77,915 ) $ ( 22,016 )

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total revenue less property operating expenses, real estate taxes, and third party management expenses.

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total property revenue less property operating expenses, real estate taxes, and third party management expenses.

1 unchanged sentence

NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently.

NOI is the primary measure that is used by the Company's management to evaluate the operating performance of the Company's real estate assets by segment.

The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level.

NOI by geographic segment is the primary measure that is used by the Company's CODM to evaluate the operating performance of the Company's real estate assets by segment.

The CODM utilizes NOI as it provides useful information regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level.

While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance.

NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs.

The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure.

The Company believes that net income (loss), as defined by GAAP, is the most

appropriate earnings measure.

The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):

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Legal Proceedings

The Company is involved from time to time in litigation on various matters, including disputes with tenants, disputes with vendors, employee disputes and disputes arising out of agreements to purchase or sell properties or joint ventures or disputes

relating to state and local taxes.

Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business.

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These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs.

In addition, during construction undertaken by the unconsolidated real estate ventures, the Company has provided, and expects to continue to provide, cost overrun completion carry limited payment and guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements and in certain circumstances, joint venture agreements.

See also Note 4, “Investment in Unconsolidated Real Estate Ventures,” for information on the guarantees in favor of the lenders on the construction loans for the One Uptown Ventures.

In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the 3151 Market Street Venture, and the One Uptown Ventures, the Company has provided, and expects to continue to provide, cost overrun completion carry limited payment and guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements and in certain circumstances, joint venture agreements.

In accordance with its agreement with its partner in the 3025 JFK Venture, the Company provided cost overrun and completion guarantees for the project under development.

With respect to the construction loan obtained by 3025 JFK Venture on July 23, 2021, the Company also provided a carry guarantee and limited payment guarantee up to 25 % of the principal balance of the $ 186.7 million construction loan.

In the agreement with its partner in the 3151 Market Street Venture, the Company agreed to provide cost overrun and completion guaranties for the project under development.

As of December 31, 2024, total estimated costs to develop 3151 Market Street are approximately $ 316.9 million and as of such date, the Company has fully funded its share of equity.

However, the development budget for this project contemplated receipt of a construction loan of approximately $ 174.3 million, reflecting a 55 % loan to value ratio and, as of the date of this Annual Report on Form 10-K, no construction loan has been obtained and there can be no assurance that a loan will be obtained.

In the event that costs are incurred before permanent financing has been obtained, the Company expects to fund such costs through its credit facilities and cash on hand.

With respect to the One Uptown Ventures, the Company has provided completion guarantees and environmental indemnities in favor of its partner.

In addition, the Company has provided completion guarantees, environmental indemnities and guarantees of exceptions to nonrecourse loan provisions in favor of the lenders for the One Uptown Ventures.

Moreover, the Company has provided, in favor of the lenders, carry guarantees and limited payment guarantees up to 30 % and 15 % of the principal balance of the $ 121.7 million (office) and $ 85.0 million (multifamily) construction loans, respectively.

The Company has agreed, pursuant to the leasehold mortgage loan to the New MAP Venture, to fund up to an additional $ 12.0 million for tenant and capital improvements pursuant to leases that the Company proposes, in its discretion, to enter into at the properties owned (through leasehold interests) by the New MAP Venture, which amounts, when funded, will accrue interest at 8.0 % per annum.

As of December 31, 2024 the company has not funded any additional capital pursuant to the leasehold mortgage loan.

Impact of Natural Disasters and Casualty

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Any amount of insurance recovery in excess of the amount of the losses is considered a gain contingency and is not recorded until the proceeds are received.

In February 2021, one of the Company's properties in Austin, Texas sustained damage from the winter storms and resulting power grid failures.

As a result of the damage, during the year ended December 31, 2021, the Company recorded a fixed asset write-off totaling $ 1.2 million.

During the year ended December 31, 2021, the Company has recorded an estimated $ 7.2 million of restoration costs, of which $ 1.9 million is included in Accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021.

The Company has also sustained business interruption loss of $ 3.9 million related to unpaid rent, which is also fully covered under the insurance policy.

During the year ended December 31, 2021, the Company received $ 15.3 million of insurance proceeds, resulting in full recovery of the costs incurred to date.

The $ 3.0 million of insurance proceeds received in excess of the fixed asset write-off, total business interruption, and total estimated restoration cost during the year ended December 31, 2021 is included in Other income on the consolidated statement of operations.

During year ended December 31, 2022, the Company recognized a $ 0.8 million reduction of the previously estimated restoration costs and also received $ 2.8 million of additional insurance proceeds.

1 unchanged sentence

Other Commitments or Contingencies

Under the terms of each of the One Uptown joint venture agreements, the Company has provided cost overrun and completion guarantees, as well as customary environmental indemnities, in favor of the joint venture partner, for each of the One Uptown joint ventures.

See Note 4, “Investment in Unconsolidated Real Estate Ventures” for further information.

In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of December 31, 2024, had $ 5.2 million of future fixed contractual obligations.

The Company also committed to fund additional

contributions under the program.

The Company also committed to fund additional contributions under the program.

As of December 31, 2024, the Company estimates that these additional contributions, which are not fixed under the terms of agreement, will be $ 2.0 million.

In connection with the formation of the Commerce Square Venture, the Company has committed to investing an additional $ 20.0 million of preferred equity in the properties on a pari passu basis with its joint venture partner of which $ 9.5 million has been contributed by the Company as of December 31, 2023.

As part of the Company’s September 2004 acquisition of a portfolio of properties (which the Company refers to as the “TRC acquisition”), the Company acquired its interest in Two Logan Square, a 708,844 square foot office building in Philadelphia, Pennsylvania primarily through its ownership of a second and third mortgage secured by this property.

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The Company has also committed $ 15.0 million to a newly-formed venture capital fund investing in early-stage life science companies.

As of December 31, 2024, the Company had funded $ 2.7 million of the foregoing commitment.

The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties.

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December 31, 2024

Property Name City State Encumbrances

Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)

Property Name City State Encumbrances Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2024 (b)

Year of Construction Year Acquired Depreciable Life

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Metroplex (4000 Chemical Road) Plymouth Meeting PA 16,055 4,373 24,546 5,554 4,373 30,100 34,473 12,291 2007 2001 (c)

Metroplex II Plymouth Meeting PA — — — 569 — 569 569 6 NA 2001 (c)

Metroplex III Plymouth Meeting PA — — — 317 — 317 317 4 NA 2005

610 West Germantown Pike Plymouth Meeting PA — 3,651 14,514 254 3,051 15,368 18,419 7,768 1987 2002 (c)

600 West Germantown Pike Plymouth Meeting PA — 3,652 15,288 ( 415 ) 3,052 15,473 18,525 7,992 1986 2002 (c)

630 West Germantown Pike Plymouth Meeting PA — 3,558 14,743 ( 673 ) 2,973 14,655 17,628 7,757 1988 2002 (c)

620 West Germantown Pike Plymouth Meeting PA — 3,572 14,435 1,156 2,985 16,178 19,163 7,802 1990 2002 (c)

660 West Germantown Pike Plymouth Meeting PA — 3,694 5,487 14,871 4,517 19,535 24,052 7,784 1987 2012 (c)

Metroplex II Plymouth Meeting PA — — — 569 — 569 569 44 N/A 2001 (c)

Metroplex III Plymouth Meeting PA — — — 317 — 317 317 25 N/A 2005

351 Plymouth Road Plymouth Meeting PA — 1,043 555 — 1,043 555 1,598 274 N/A 2000 (c)

9 unchanged sentences

170 Radnor Chester Road Radnor PA — 2,514 8,147 1,840 2,509 9,992 12,501 5,586 1983 2004 (c)

155 King of Prussia Road Radnor PA 32,734 — — 62,181 11,432 50,749 62,181 261 2024 N/A (c)

250 King of Prussia Road Radnor PA — — 20,566 65,333 112 74,699 85,899 10,336 N/A 2022 (c)

101 West Elm Street W.

2 unchanged sentences

Conshohocken PA — 3,557 14,249 9,139 3,557 23,388 26,945 9,538 1999 2005 (c)

250 King of Prussia Road (e) Radnor PA — — 20,566 65,182 11,200 74,548 85,748 4,666 N/A 2022 (c)

Initial Cost Gross Amount Which Carried

December 31, 2024

Property Name City State Encumbrances

Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)

Year of Construction Year Acquired Depreciable Life

3 unchanged sentences

One Logan Square (130 North 18th Street) Philadelphia PA — 14,496 107,736 34,812 14,473 142,658 157,131 80,055 1998 2004 (c)

Two Logan Square (100 North 18th Street) Philadelphia PA — 16,066 100,255 34,756 16,066 135,011 151,077 67,090 1988 2004 (c)

Cira Centre South Garage (129 South 30th Street) (d) Philadelphia PA — — 76,008 26,881 6,549 96,340 102,889 30,503 2010 N/A (c)

1900 Market Street Philadelphia PA 61,703.00 7,768 17,263 61,721 7,768 78,984 86,752 35,534 1981 2012 (c)

Two Logan Square (100 North 18th Street) (d) Philadelphia PA — 16,066 100,255 33,863 16,066 134,118 150,184 71,429 1988 2004 (c)

Cira Centre South Garage (129 South 30th Street) Philadelphia PA — — 76,008 26,733 6,460 96,281 102,741 33,158 2010 N/A (c)

1900 Market Street Philadelphia PA 61,703 7,768 17,263 58,709 7,768 75,972 83,740 38,077 1981 2012 (c)

3020 Market Street Philadelphia PA — — 21,417 5,965 — 27,382 27,382 14,548 1959 2011 (c)

618-634 Market Street (d) Philadelphia PA — 13,365 5,791 5,084 13,365 10,875 24,240 7,864 1966 2015 (c)

FMC Tower at Cira Centre South (2929 Walnut Street) Philadelphia PA — — 400,294 11,406 — 411,700 411,700 115,823 2016 N/A (c)

1 unchanged sentence

1505-11 Race Street Philadelphia PA — 3,662 6,061 8 3,670 6,061 9,731 631 1922 2020 (c)

3000 Market Street (f) Philadelphia PA — 18,924 13,080 17,349 18,924 30,429 49,353 4,739 1937 2017 (c)

The Bulletin Building (3025 Market Street) (f) Philadelphia PA 49,429.00 — 24,377 44,435 — 68,812 68,812 15,078 1953 2017 (c)

3001-3003 JFK Boulevard (g) Philadelphia PA — — — 85 — 85 85 38 N/A 2018 N/A

401-405 Colorado Street Austin TX 62,688 — 106,828 564 — 107,392 107,392 5,958 2022 N/A (c)

11501 Burnet Road - Building 1 Austin TX — 3,755 22,702 4 3,755 22,706 26,461 11,689 1991 2015 (c)

3000 Market Street (e) Philadelphia PA — 18,924 13,080 17,349 18,924 30,429 49,353 6,869 1937 2017 (c)

The Bulletin Building (3025 Market Street) (e) Philadelphia PA 49,429 — 24,377 44,435 — 68,812 68,812 18,669 1953 2017 (c)

3001-3003 JFK Boulevard (f) Philadelphia PA — — — 294 — 294 294 64 N/A 2018 (c)

The Lift at Juniper Street Philadelphia PA — — — 18,789 478 18,311 18,789 64 2024 N/A (c)

401-405 Colorado Street (g) Austin TX 62,688 — 112,678 564 — 113,242 113,242 9,944 2022 N/A (c)

11501 Burnet Road - Building 1 Austin TX — 3,755 22,702 4 3,755 22,706 26,461 14,502 1991 2015 (c)

3 unchanged sentences

11501 Burnet Road - Building 5 Austin TX — 3,689 22,354 4 3,689 22,358 26,047 14,281 1991 2015 (c)

11501 Burnet Road - Building 6 (g) Austin TX — 2,676 15,972 13,842 2,676 29,814 32,490 19,914 1991 2015 (c)

11501 Burnet Road - Building 8 Austin TX — 1,400 7,422 1,776 1,400 9,198 10,598 5,888 1991 2015 (c)

1 unchanged sentence

Four Points Centre 3 (11120 Four Points Drive) Austin TX 23,044 1,140 — 40,322 1,141 40,321 41,462 10,423 2019 2013 (c)

One Barton Skyway (1501 South MoPac Expressway) Austin TX — 10,496 47,670 8,189 10,495 55,860 66,355 8,647 1999 2018 (c)

Two Barton Skyway (1601 South MoPac Expressway) Austin TX — 10,849 53,868 3,784 10,848 57,653 68,501 9,099 2000 2018 (c)

Four Barton Skyway (1301 South MoPac Expressway) Austin TX — 13,301 57,041 7,906 13,300 64,948 78,248 11,742 2001 2018 (c)

6 unchanged sentences

River Place - Building 6 (6500 River Place Boulevard) Austin TX — 1,598 12,945 689 1,598 13,634 15,232 2,583 2001 2018 (c)

River Place - Building 7 (6500 River Place Boulevard) Austin TX — 1,801 16,486 463 1,801 16,949 18,750 2,810 2002 2018 (c)

Quarry Lake II (4516 Seton Center Parkway) Austin TX — 3,970 30,546 2,042 3,867 32,691 36,558 5,555 1998 2018 (c)

Initial Cost Gross Amount Which Carried

December 31, 2024

Property Name City State Encumbrances

Land Building & Improvements Net Improvements (Retirements) Since Acquisition Land Building & Improvements Total (a) Accumulated Depreciation at December 31, 2023 (b)

Year of Construction Year Acquired Depreciable Life

River Place - Building 7 (6500 River Place Boulevard) Austin TX — 1,801 16,486 1,374 1,801 17,860 19,661 3,146 2002 2018 (c)

Quarry Lake II (4516 Seton Center Parkway) Austin TX — 3970 30546 1678 3867 32327 36194 4541 1998 2018 (c)

6600 Rockledge Drive Bethesda MD — — 37,421 ( 9,985 ) — 27,436 27,436 10,245 1981 2006 (c)

2 unchanged sentences

2340 Dulles Corner Boulevard Herndon VA — 16,345 65,379 ( 21,418 ) 9,747 50,559 60,306 4,018 1988 2006 (c)

Dabney Land Westwood Richmond VA — 1,732 — 3,690 819 4,706 5,525 493 NA 1998

Main Street - Plaza 1000 Voorhees NJ — 2,732 10,942 324 2,732 11,266 13,998 11,104 1988 1997 (c)

4 unchanged sentences

$ 277,734 $ 316,862 $ 2,360,780 $ 697,019 $ 350,773 $ 3,012,919 $ 3,374,780 $ 1,171,803

(b) Reconciliation of Real Estate:

(a) Reconciliation of Real Estate:

The following table reconciles the real estate investments from January 1, 2022 to December 31, 2024 (in thousands):

8 unchanged sentences

The aggregate cost for federal income tax purposes is $ 2.9 billion as of December 31, 2024.

(b) Reconciliation of Accumulated Depreciation:

The following table reconciles the accumulated depreciation on real estate investments from January 1, 2022 to December 31, 2024 (in thousands):

6 unchanged sentences

Per consolidated balance sheet $ 1,171,803 $ 1,131,792 $ 1,063,060

(d) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.

(e) Land value represents unamortized prepaid ground lease.

(f) 250 King of Prussia Road was fully placed into service in 2023.

(g) Reflects original construction date.

(c) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 55 years.

(d) Land value represents unamortized prepaid ground lease.

(e) 250 King of Prussia Road was fully placed into service in 2023.

(f) Reflects original construction date.

Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.

(h) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases.

(g) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases.

Development has not yet commenced on the parcel.

1 unchanged sentence

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 9A. Controls and Procedures