BRANDYWINE REALTY TRUST 10-K

Item 9A. Controls and Procedures Controls and Procedures (Parent Company) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer and principal financial officer, the Parent Company’s management conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the principal executive officer and the principal financial officer of the Parent Company concluded that the Parent Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report. Management’s Report on Internal Control Over Financial Reporting The management of the Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Parent Company’s management, including its principal executive officer and principal financial officer, the Parent Company’s management conducted an evaluation of the effectiveness of the Parent Company’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the framework in Internal Control — Integrated Framework, the Parent Company’s management concluded that the Parent Company’s internal control over financial reporting was effective as of December 31, 2024. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included herein. Changes in Internal Control over Financial Reporting There have not been any changes in the Parent Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal control over financial reporting. Controls and Procedures (Operating Partnership) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the principal executive officer and the principal financial officer of Operating Partnership concluded that the Operating Partnership’s disclosure controls and procedures were effective as of the end of the period covered by this annual report. 50 Management’s Report on Internal Control Over Financial Reporting The management of the Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Operating Partnership’s management, including its principal executive officer and principal financial officer, the Operating Partnership’s management conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the framework in Internal Control — Integrated Framework , the Operating Partnership’s management concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2024. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that is included herein. Changes in Internal Control over Financial Reporting. There have not been any changes in the Operating Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2024, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). During the three months ended December 31, 2024, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 51 PART III Item 10. 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. Item 11. Executive Compensation Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2025 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2025 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions, and Director Independence Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2025 Annual Meeting of Shareholders. Item 14. Principal Accountant Fees and Services Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2025 Annual Meeting of Shareholders. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements and Schedules of Brandywine Realty Trust (b) Financial Statements and Schedules of Brandywine Operating Partnership The financial statements and schedules of the Parent Company and the Operating Partnership listed below are filed as part of this report on the pages indicated. 52 Index to Financial Statements and Schedules Page Report of Independent Registered Public Accounting Firm (Brandywine Realty Trust) (PCAOB ID No . 238 ) F- 1 Report of Independent Registered Public Accounting Firm (Brandywine Operating Partnership, L.P.) (PCAOB ID N o . 238 ) F- 4 Glossary F-5 Financial Statements of Brandywine Realty Trust Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 8 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 F- 9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 F- 10 Consolidated Statements of Beneficiaries’ Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 9 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 10 Financial Statements of Brandywine Operating Partnership, L.P. Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 12 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 F- 13 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 F- 14 Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 15 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 16 Notes to Consolidated Financial Statements (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.) F- 18 Schedule II — Valuation and Qualifying Accounts (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.) for the years ended December 31, 2024, 2023 and 2022 F- 58 Schedule III — Real Estate and Accumulated Depreciation (Brandywine Realty Trust and Brandywine Operating Partnership, L.P.) at December 31, 2024 with reconciliations for the years ended December 31, 2024, 2023 and 2022 F- 59 (c) Exhibits 53 Exhibits Nos. Description 3.1.1 Articles of Amendment and Restatement of Declaration of Trust of Brandywine Realty Trust (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on May 29, 2018 and incorporated herein by reference) 3.1.2 Articles Supplementary relating to opt-out of Maryland Unsolicited Takeover Act, filed with the State Department of Assessments and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference) 3.1.3 Preferred Share Reclassification Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on March 2, 2018 (previously filed as an Exhibit to Brandywine Realty Trust’s Form 8-K filed on March 6, 2018 and incorporated herein by reference) 3.2.1 Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (the “Operating Partnership”) (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated December 17,1997 and incorporated herein by reference) 3.2.2 First Amendment to Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated December 17,1997 and incorporated herein by reference) 3.2.3 Second Amendment to the Amended and Restated Agreement of Limited Partnership Agreement of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated April 13, 1998 and incorporated herein by reference) 3.2.4 Third Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated May 14, 1998 and incorporated herein by reference) 3.2.5 Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference) 3.2.6 Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference) 3.2.7 Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 13, 1998 and incorporated herein by reference) 3.2.8 Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.9 Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.10 Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.11 Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.12 Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.13 Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference) 3.2.14 Thirteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated September 21, 2004 and incorporated herein by reference) 3.2.15 Fourteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated January 10, 2006 and incorporated herein by reference) 3.2.16 Fifteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated August 18, 2006 and incorporated herein by reference) 54 3.2.17 Sixteenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated August 9, 2010 and incorporated herein by reference) 3.2.18 Seventeenth Amendment to the Amended and Restated Agreement of Limited Partnership of Brandywine Operating Partnership, L.P. (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated April 11, 2012 and incorporated herein by reference) 3.2.19 List of partners of Brandywine Operating Partnership, L.P. (filed herewith) 3.3 Bylaws of Brandywine Realty Trust (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated May 29, 2018 and incorporated herein by reference) 4.1.1 Indenture dated October 22, 2004 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on October 22, 2004 and incorporated herein by reference) 4.1.2 First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on May 26, 2005 and incorporated herein by reference) 4.1.3 Second Supplemental Indenture dated as of October 4, 2006 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K dated October 4, 2006 and incorporated herein by reference) 4.1.4 Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to Brandywine Realty Trust's Form 8-K filed on April 5, 2011 and incorporated herein by reference) 4.2 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) 4.3 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) 4.4 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) 4.5 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) 4.6 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) 4.7 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) 10.1 Amended and Restated Revolving Credit Agreement dated as of July 17, 2018 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on July 20, 2018 and incorporated herein by reference) 10.2 Letter dated August 10, 2015 to Cohen & Steers Capital Management, Inc. relating to the waiver of share ownership limit, including Representations, Warranties and Agreements of Cohen & Steers Capital Management, Inc. (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on August 13, 2015 and incorporated herein by reference) 10.3 Letter to RREEF America LLC relating to waiver of share ownership limit (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference) 10.4 Amended and Restated Employment Agreement dated as of February 9, 2007 of Gerard H. Sweeney** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated February 14, 2007 and incorporated herein by reference) 10.5 Letter Agreement dated March 1, 2012 modifying Amended and Restated Employment Agreement of Gerard H. Sweeney** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated March 7, 2012 and incorporated herein by reference) 10.6 Amended and Restated 1997 Long-Term Incentive Plan (as amended effective May 18, 2017)** (previously filed as Appendix A to Brandywine Realty Trust’s definitive Proxy Statement on Schedule 14A filed on April 4, 2017 and incorporated herein by reference) 10.7 Amendment No. 1 to Amended and Restated 1997 Long-Term Incentive Plan** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference) 55 10.8 Brandywine Realty Trust Second Amended and Restated Executive Deferred Compensation Plan (as Amended and Restated, Effective January 1, 2021)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2020 and incorporated herein by reference) 10.9 2007 Non-Qualified Employee Share Purchase Plan** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q for the quarter ended March 31, 2007 and incorporated herein by reference) 10.10 Form of Change in Control Agreement with Executive Officers (Wirth and DeVuono)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on February 4, 2010 and incorporated herein by reference) 10.11 Forms of Incentive Share Option Agreement (March 2011) for Executive Officers** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by reference) 10.12 Forms of Non-Qualified Share Option Agreement (March 2011) for Executive Officers** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on March 8, 2011 and incorporated herein by reference) 10.13 Letter Agreement dated May 24, 2011 modifying options of President and Chief Executive Officer** (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K filed on May 24, 2011 and incorporated herein by reference) 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 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) 10.17 Form of 2023-2025 Performance Share Unit Award** (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) 10.18 2023-2025 Performance Share Unit Program ** (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) 10.19 Form of 2023 Restricted Common Share Rights Award (with outperformance feature)** (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) 10.20 Form of Change in Control Agreement with Executive Officers (Johnstone, Neuman and Redd)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-K for the year ended December 31, 2021 and incorporated herein by reference) 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) 23.1 Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Realty Trust (filed herewith) 23.2 Consent of PricewaterhouseCoopers LLP relating to financial statements of Brandywine Operating Partnership, L.P. (filed herewith) 31.1 Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith) 31.2 Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith) 31.3 Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith) 56 31.4 Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith) 32.1 Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.2 Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.3 Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.4 Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. 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 (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) 101.1 The following materials from the Annual Reports on Form 10-K of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the year ended December 31, 2024 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ** Management contract or compensatory plan or arrangement (d) Financial Statement Schedule: See Item 15 (a) and (b) above 57 Item 16. Form 10-K Summary. None. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRANDYWINE REALTY TRUST By: /s/ Gerard H. Sweeney Gerard H. Sweeney President and Chief Executive Officer Date: February 26, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ James C. Diggs Chairman of the Board and Trustee February 26, 2025 James C. Diggs /s/ Gerard H. Sweeney President, Chief Executive Officer and Trustee (Principal Executive Officer) February 26, 2025 Gerard H. Sweeney /s/ Thomas E. Wirth Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2025 Thomas E. Wirth /s/ Daniel Palazzo Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 26, 2025 Daniel Palazzo /s/ Reginald DesRoches Trustee February 26, 2025 Reginald DesRoches /s/ Joan Lau Trustee February 26, 2025 Joan Lau /s/ Charles P. Pizzi Trustee February 26, 2025 Charles P. Pizzi /s/ H. Richard Haverstick, Jr. Trustee February 26, 2025 H. Richard Haverstick, Jr. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRANDYWINE OPERATING PARTNERSHIP, L.P. By: Brandywine Realty Trust, its General Partner By: /s/ Gerard H. Sweeney Gerard H. Sweeney President and Chief Executive Officer Date: February 26, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ James Diggs Chairman of the Board and Trustee February 26, 2025 James Diggs /s/ Gerard H. Sweeney President, Chief Executive Officer and Trustee (Principal Executive Officer) February 26, 2025 Gerard H. Sweeney /s/ Thomas E. Wirth Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2025 Thomas E. Wirth /s/ Daniel Palazzo Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 26, 2025 Daniel Palazzo /s/ Reginald DesRoches Trustee February 26, 2025 Reginald DesRoches /s/ Joan Lau Trustee February 26, 2025 Joan Lau /s/ Charles P. Pizzi Trustee February 26, 2025 Charles P. Pizzi /s/ H. Richard Haverstick, Jr. Trustee February 26, 2025 H. Richard Haverstick, Jr. 60 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Brandywine Realty Trust Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Brandywine Realty Trust and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of beneficiaries’ 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(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company'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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 F-1 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 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. 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. 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 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 F-2 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 Philadelphia, Pennsylvania February 26, 2025 We have served as the Company’s auditor since 2003. F-3 Report of Independent Registered Public Accounting Firm To the Partners of Brandywine Operating Partnership, L.P. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Brandywine Operating Partnership, L.P. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Partnership’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 F-4 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 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 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. 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. 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 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. 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 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. 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 F-5 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. 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 Philadelphia, Pennsylvania February 26, 2025 We have served as the Partnership’s auditor since 200 3. F-6 Glossary 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. Rental Rate 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. F-7 BRANDYWINE REALTY TRUST CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share information) December 31, 2024 December 31, 2023 ASSETS Real estate investments: Operating properties $ 3,374,780 $ 3,542,232 Accumulated depreciation ( 1,171,803 ) ( 1,131,792 ) Right of use asset - operating leases, net 18,412 19,031 Operating real estate investments, net 2,221,389 2,429,471 Construction-in-progress 94,628 135,529 Land held for development 81,318 82,510 Prepaid leasehold interests in land held for development, net 27,762 27,762 Total real estate investments, net 2,425,097 2,675,272 Cash and cash equivalents 90,229 58,319 Restricted cash and escrows 5,948 9,215 Accounts receivable 12,703 11,977 Accrued rent receivable, net of allowance of $ 909 and $ 2,672 as of December 31, 2024 and December 31, 2023, respectively 184,312 186,708 Investment in unconsolidated real estate ventures 570,455 601,227 Deferred costs, net 84,317 95,984 Intangible assets, net 5,505 7,694 Other assets 113,647 86,051 Total assets $ 3,492,213 $ 3,732,447 LIABILITIES AND BENEFICIARIES' EQUITY 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 Accounts payable and accrued expenses 129,717 123,825 Distributions payable 26,256 26,017 Deferred income, gains and rent 35,414 24,248 Intangible liabilities, net 7,292 8,270 Lease liability - operating leases 23,546 23,369 Other liabilities 12,587 63,729 Total liabilities $ 2,447,626 $ 2,408,290 Commitments and contingencies (See Note 19) Brandywine Realty Trust's Equity: Common Shares of Brandywine Realty Trust's beneficial interest, $ 0.01 par value; shares authorized 400,000,000 ; 172,665,995 and 172,097,661 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 1,724 1,719 Additional paid-in-capital 3,182,621 3,163,949 Deferred compensation payable in common shares 20,456 19,965 Common shares in grantor trust, 1,221,333 and 1,194,127 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively ( 20,456 ) ( 19,965 ) Cumulative earnings 783,499 979,406 Accumulated other comprehensive income (loss) 2,521 ( 668 ) Cumulative distributions ( 2,931,730 ) ( 2,827,022 ) Total Brandywine Realty Trust's equity 1,038,635 1,317,384 Noncontrolling interests 5,952 6,773 Total beneficiaries' equity $ 1,044,587 $ 1,324,157 Total liabilities and beneficiaries' equity $ 3,492,213 $ 3,732,447 The accompanying notes are an integral part of these consolidated financial statements. F-8 BRANDYWINE REALTY TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share information) Year Ended December 31, 2024 2023 2022 Revenue Rents $ 469,242 $ 479,849 $ 470,851 Third party management fees, labor reimbursement and leasing 23,742 24,417 24,132 Other 12,533 10,385 11,117 Total revenue 505,517 514,651 506,100 Operating expenses Property operating expenses 129,890 129,885 130,209 Real estate taxes 47,726 49,974 53,645 Third party management expenses 9,714 10,088 10,547 Depreciation and amortization 178,168 188,797 177,984 General and administrative expenses 42,781 34,862 35,006 Provision for impairment 44,655 131,573 4,663 Total operating expenses 452,934 545,179 412,054 Gain on sale of real estate Net gain on disposition of real estate 2,297 7,736 17,677 Net gain on sale of undepreciated real estate — 1,211 8,007 Total gain on sale of real estate 2,297 8,947 25,684 Operating income (loss) 54,880 ( 21,581 ) 119,730 Other income (expense): Interest and investment income 3,847 1,671 1,905 Interest expense ( 116,306 ) ( 95,456 ) ( 68,764 ) Interest expense - amortization of deferred financing costs ( 5,000 ) ( 4,369 ) ( 3,091 ) Equity in loss of unconsolidated real estate ventures ( 191,585 ) ( 77,915 ) ( 22,016 ) Net gain on real estate venture transactions 56,750 181 26,718 Gain (loss) on early extinguishment of debt 941 138 ( 435 ) Net income (loss) before income taxes ( 196,473 ) ( 197,331 ) 54,047 Income tax provision ( 14 ) ( 72 ) ( 55 ) Net income (loss) ( 196,487 ) ( 197,403 ) 53,992 Net (income) loss attributable to noncontrolling interests 580 614 ( 168 ) Net income (loss) attributable to Brandywine Realty Trust ( 195,907 ) ( 196,789 ) 53,824 Nonforfeitable dividends allocated to unvested restricted shareholders ( 1,178 ) ( 567 ) ( 456 ) Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust $ ( 197,085 ) $ ( 197,356 ) $ 53,368 Basic income (loss) per Common Share $ ( 1.14 ) $ ( 1.15 ) $ 0.31 Diluted income (loss) per Common Share $ ( 1.14 ) $ ( 1.15 ) $ 0.31 Basic weighted average shares outstanding 172,526,996 171,959,210 171,491,369 Diluted weighted average shares outstanding 172,526,996 171,959,210 172,325,646 The accompanying notes are an integral part of these consolidated financial statements. F-9 BRANDYWINE REALTY TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992 Comprehensive income (loss): Unrealized gain (loss) on derivative financial instruments 3,200 ( 4,579 ) 5,371 Amortization of interest rate contracts (1) — — 564 Total comprehensive income (loss) 3,200 ( 4,579 ) 5,935 Comprehensive income (loss) ( 193,287 ) ( 201,982 ) 59,927 Comprehensive (income) loss attributable to noncontrolling interest 569 628 ( 186 ) Comprehensive income (loss) attributable to Brandywine Realty Trust $ ( 192,718 ) $ ( 201,354 ) $ 59,741 (1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations. The accompanying notes are an integral part of these consolidated financial statements. F-10 BRANDYWINE REALTY TRUST CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY For the Years ended December 31, 2024, 2023 and 2022 (in thousands, except number of shares) Number of Common Shares Number of Rabbi Trust/Deferred Compensation Shares Common Shares of Brandywine Realty Trust's beneficial interest Additional Paid-in Capital Deferred Compensation Payable in Common Shares Common Shares in Grantor Trust Cumulative Earnings Accumulated Other Comprehensive Income (Loss) Cumulative Distributions Noncontrolling Interests Total BALANCE, December 31, 2021 171,126,257 1,169,703 $ 1,712 $ 3,146,786 $ 18,491 $ ( 18,491 ) $ 1,122,372 $ ( 2,020 ) $ ( 2,578,583 ) $ 10,952 $ 1,701,219 Net income 53,824 168 53,992 Other comprehensive income 5,917 18 5,935 Redemption of LP Units ( 4,006 ) ( 4,006 ) Share-based compensation activity 469,529 85,384 4 7,714 7,718 Share Issuance from/(to) Deferred Compensation Plan ( 25,979 ) ( 75,444 ) ( 312 ) 1,110 ( 1,110 ) ( 312 ) Reallocation of Noncontrolling interest ( 959 ) ( 1 ) 959 ( 1 ) Distributions declared ($ 0.76 per share) ( 130,822 ) ( 389 ) ( 131,211 ) 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 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 Share Issuance from/(to) Deferred Compensation Plan ( 17,690 ) ( 62,021 ) ( 108 ) 364 ( 364 ) ( 108 ) Reallocation of Noncontrolling interest ( 49 ) 49 — Distributions declared ($ 0.68 per share) ( 117,617 ) ( 350 ) ( 117,967 ) 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 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 Share Issuance from/(to) Deferred Compensation Plan ( 33,372 ) ( 87,331 ) ( 159 ) 491 ( 491 ) ( 159 ) Reallocation of Noncontrolling interest ( 56 ) 56 — Distributions declared ($ 0.60 per share) ( 104,708 ) ( 308 ) ( 105,016 ) BALANCE, December 31, 2024 172,665,995 1,221,333 $ 1,724 $ 3,182,621 $ 20,456 $ ( 20,456 ) $ 783,499 $ 2,521 $ ( 2,931,730 ) $ 5,952 $ 1,044,587 The accompanying notes are an integral part of these consolidated financial statements. F-9 BRANDYWINE REALTY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 178,168 188,797 177,984 Amortization of deferred financing costs 5,000 4,369 3,091 Amortization of debt discount/(premium), net ( 2,421 ) ( 1,056 ) ( 5,254 ) Amortization of stock compensation costs 16,889 9,847 8,939 Straight-line rent income ( 6,015 ) ( 9,270 ) ( 13,631 ) Amortization of acquired above (below) market leases, net ( 919 ) ( 1,256 ) ( 2,581 ) Straight-line ground rent expense 784 799 814 Net gain on real estate venture transactions ( 56,750 ) ( 181 ) ( 26,718 ) Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 ) Gain (loss) on early extinguishment of debt ( 941 ) ( 138 ) 435 Provision for impairment 44,655 131,573 4,663 Loss from unconsolidated real estate ventures, including income distributions 191,585 77,915 23,522 Income tax provision 14 72 55 Changes in assets and liabilities: Accounts receivable ( 13 ) 241 1,328 Other assets ( 7,087 ) ( 2,831 ) ( 1,120 ) Accounts payable and accrued expenses 953 ( 12,928 ) 5,405 Deferred income, gains and rent 13,128 ( 86 ) 1,567 Other liabilities 2,879 ( 2,244 ) 2,500 Net cash provided by operating activities 181,125 177,273 209,307 Cash flows from investing activities: Acquisition of properties — ( 7,747 ) ( 3,446 ) Proceeds from the sale of properties 155,867 76,804 64,210 Proceeds from note receivable — — 44,300 Capital expenditures for tenant improvements ( 72,792 ) ( 48,939 ) ( 86,774 ) Capital expenditures for redevelopments ( 18,398 ) ( 59,984 ) ( 87,223 ) Capital expenditures for developments ( 38,570 ) ( 47,537 ) ( 89,017 ) 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 ) Deposits for real estate — 3,500 ( 4,900 ) Capital distributions from unconsolidated real estate ventures 56,593 3,790 46,898 Leasing costs paid ( 10,557 ) ( 7,879 ) ( 26,762 ) Net cash used in investing activities ( 120,185 ) ( 174,912 ) ( 190,589 ) Cash flows from financing activities: Proceeds from credit facility borrowings 201,000 215,000 478,000 Repayments of credit facility borrowings ( 201,000 ) ( 303,500 ) ( 412,500 ) Proceeds from unsecured notes 400,000 — 350,000 Repayments of unsecured notes ( 339,059 ) ( 64,164 ) ( 296,134 ) Proceeds from unsecured term loan — 70,000 — Proceeds from secured term loan — 245,000 — Proceeds from construction loan 18,911 13,824 — Debt financing costs paid ( 6,334 ) ( 4,371 ) ( 9,875 ) Shares used for employee taxes upon vesting of share awards ( 1,028 ) ( 371 ) ( 2,941 ) Redemption of limited partnership units — ( 5 ) ( 4,006 ) Distributions paid to shareholders ( 104,479 ) ( 124,255 ) ( 130,724 ) Distributions to noncontrolling interest ( 308 ) ( 372 ) ( 451 ) Net cash provided by (used in) financing activities ( 32,297 ) 46,786 ( 28,631 ) Increase/(Decrease) in cash and cash equivalents and restricted cash 28,643 49,147 ( 9,913 ) Cash and cash equivalents and restricted cash at beginning of year 67,534 18,387 28,300 Cash and cash equivalents and restricted cash at end of period $ 96,177 $ 67,534 $ 18,387 Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents, beginning of period $ 58,319 $ 17,551 $ 27,463 Restricted cash, beginning of period 9,215 836 837 Cash and cash equivalents and restricted cash, beginning of period $ 67,534 $ 18,387 $ 28,300 F-10 Cash and cash equivalents, end of period $ 90,229 $ 58,319 $ 17,551 Restricted cash, end of period 5,948 9,215 836 Cash and cash equivalents and restricted cash, end of period $ 96,177 $ 67,534 $ 18,387 Year Ended December 31, 2024 2023 2022 Supplemental disclosure: Cash paid for interest, net of capitalized interest during the years ended December 31, 2024, 2023 and 2022 of $ 18,360 , $ 16,410 and $ 10,517 respectively $ 132,253 $ 107,838 $ 85,761 Cash paid for income taxes 571 550 902 Supplemental disclosure of non-cash activity: Dividends and distributions declared but not paid 26,256 26,017 32,792 Extinguishment of debt costs accrued in financing activities — — 393 Change in investment in real estate ventures as a result of deconsolidation — 8,595 107,057 Change in operating real estate from deconsolidation of operating properties — ( 7,814 ) ( 92,009 ) 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 ) Change in capital expenditures financed through retention payable at period end ( 3,188 ) 2,715 ( 7,165 ) The accompanying notes are an integral part of these consolidated financial statements. F-11 BRANDYWINE OPERATING PARTNERSHIP, L.P. CONSOLIDATED BALANCE SHEETS (in thousands, except unit and per unit information) December 31, 2024 December 31, 2023 ASSETS Real estate investments: Operating properties $ 3,374,780 $ 3,542,232 Accumulated depreciation ( 1,171,803 ) ( 1,131,792 ) Right of use asset - operating leases, net 18,412 19,031 Operating real estate investments, net 2,221,389 2,429,471 Construction-in-progress 94,628 135,529 Land held for development 81,318 82,510 Prepaid leasehold interests in land held for development, net 27,762 27,762 Total real estate investments, net 2,425,097 2,675,272 Cash and cash equivalents 90,229 58,319 Restricted cash and escrows 5,948 9,215 Accounts receivable 12,703 11,977 Accrued rent receivable, net of allowance of $ 909 and $ 2,672 as of December 31, 2024 and December 31, 2023, respectively 184,312 186,708 Investment in unconsolidated real estate ventures 570,455 601,227 Deferred costs, net 84,317 95,984 Intangible assets, net 5,505 7,694 Other assets 113,647 86,051 Total assets $ 3,492,213 $ 3,732,447 LIABILITIES AND PARTNERS' EQUITY Secured term loan, net $ 275,338 $ 255,671 Unsecured term loan, net 318,949 318,499 Unsecured senior notes, net 1,618,527 1,564,662 Accounts payable and accrued expenses 129,717 123,825 Distributions payable 26,256 26,017 Deferred income, gains and rent 35,414 24,248 Intangible liabilities, net 7,292 8,270 Lease liability - operating leases 23,546 23,369 Other liabilities 12,587 63,729 Total liabilities $ 2,447,626 $ 2,408,290 Commitments and contingencies (See Note 19) Redeemable limited partnership units at redemption value; 515,595 and 515,595 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 2,870 2,785 Brandywine Operating Partnership, L.P.'s equity: General Partnership Capital; $ 172,665,995 and $ 172,097,661 units issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 1,036,712 1,319,572 Accumulated other comprehensive income (loss) 2,190 ( 1,010 ) Total Brandywine Operating Partnership, L.P.'s equity 1,038,902 1,318,562 Noncontrolling interest - consolidated real estate ventures 2,815 2,810 Total partners' equity $ 1,041,717 $ 1,321,372 Total liabilities and partners' equity $ 3,492,213 $ 3,732,447 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRANDYWINE OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit and per unit information) Year Ended December 31, 2024 2023 2022 Revenue Rents $ 469,242 $ 479,849 $ 470,851 Third party management fees, labor reimbursement and leasing 23,742 24,417 24,132 Other 12,533 10,385 11,117 Total revenue 505,517 514,651 506,100 Operating expenses Property operating expenses 129,890 129,885 130,209 Real estate taxes 47,726 49,974 53,645 Third party management expenses 9,714 10,088 10,547 Depreciation and amortization 178,168 188,797 177,984 General and administrative expenses 42,781 34,862 35,006 Provision for impairment 44,655 131,573 4,663 Total operating expenses 452,934 545,179 412,054 Gain on sale of real estate Net gain on disposition of real estate 2,297 7,736 17,677 Net gain on sale of undepreciated real estate — 1,211 8,007 Total gain on sale of real estate 2,297 8,947 25,684 Operating income (loss) 54,880 ( 21,581 ) 119,730 Other income (expense): Interest and investment income 3,847 1,671 1,905 Interest expense ( 116,306 ) ( 95,456 ) ( 68,764 ) Interest expense - amortization of deferred financing costs ( 5,000 ) ( 4,369 ) ( 3,091 ) Equity in loss of unconsolidated real estate ventures ( 191,585 ) ( 77,915 ) ( 22,016 ) Net gain on real estate venture transactions 56,750 181 26,718 Gain (loss) on early extinguishment of debt 941 138 ( 435 ) Net income (loss) before income taxes ( 196,473 ) ( 197,331 ) 54,047 Income tax provision ( 14 ) ( 72 ) ( 55 ) Net income (loss) ( 196,487 ) ( 197,403 ) 53,992 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 Nonforfeitable dividends allocated to unvested restricted unitholders ( 1,178 ) ( 567 ) ( 456 ) Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P. $ ( 197,670 ) $ ( 197,948 ) $ 53,538 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 Diluted weighted average common partnership units outstanding 173,042,591 172,475,645 172,870,758 The accompanying notes are an integral part of these consolidated financial statements. F-13 BRANDYWINE OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992 Comprehensive income (loss): Unrealized gain (loss) on derivative financial instruments 3,200 ( 4,579 ) 5,371 Amortization of interest rate contracts (1) — — 564 Total comprehensive income (loss) 3,200 ( 4,579 ) 5,935 Comprehensive income (loss) ( 193,287 ) ( 201,982 ) 59,927 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 (1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations. The accompanying notes are an integral part of these consolidated financial statements. F-14 BRANDYWINE OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY For the Years ended December 31, 2024, 2023 and 2022 (in thousands, except Units) General Partner Capital Units Amount Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest - Consolidated Real Estate Ventures Total Partners' Equity BALANCE, December 31, 2021 171,126,257 $ 1,689,611 $ ( 2,366 ) $ 2,834 $ 1,690,079 Net income 53,994 ( 2 ) 53,992 Other comprehensive income 5,935 5,935 Deferred compensation obligation ( 25,979 ) ( 312 ) ( 312 ) Repurchase and retirement of LP units ( 4,006 ) ( 4,006 ) Share-based compensation activity 469,529 7,718 7,718 Adjustment of redeemable partnership units to liquidation value at period end 7,555 7,555 Distributions declared to general partnership unitholders ($ 0.76 per unit) ( 130,822 ) ( 130,822 ) BALANCE, December 31, 2022 171,569,807 $ 1,623,738 $ 3,569 $ 2,832 $ 1,630,139 Net loss ( 197,381 ) ( 22 ) ( 197,403 ) Other comprehensive loss ( 4,579 ) ( 4,579 ) Deferred compensation obligation ( 17,690 ) ( 108 ) ( 108 ) Share-based compensation activity 545,544 10,880 10,880 Adjustment of redeemable partnership units to liquidation value at period end 60 60 Distributions declared to general partnership unitholders( $ 0.68 per unit) ( 117,617 ) ( 117,617 ) BALANCE, December 31, 2023 172,097,661 $ 1,319,572 $ ( 1,010 ) $ 2,810 $ 1,321,372 Net loss ( 196,492 ) 5 ( 196,487 ) Other comprehensive loss 3,200 3,200 Deferred compensation obligation ( 33,372 ) ( 159 ) ( 159 ) Share-based compensation activity 601,706 18,892 18,892 Adjustment of redeemable partnership units to liquidation value at period end ( 393 ) ( 393 ) Distributions declared to general partnership unitholders($ 0.60 per unit) ( 104,708 ) ( 104,708 ) BALANCE, December 31, 2024 172,665,995 $ 1,036,712 $ 2,190 $ 2,815 $ 1,041,717 The accompanying notes are an integral part of these consolidated financial statements. F-15 BRANDYWINE OPERATING PARTNERSHIP L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 178,168 188,797 177,984 Amortization of deferred financing costs 5,000 4,369 3,091 Amortization of debt discount/(premium), net ( 2,421 ) ( 1,056 ) ( 5,254 ) Amortization of stock compensation costs 16,889 9,847 8,939 Straight-line rent income ( 6,015 ) ( 9,270 ) ( 13,631 ) Amortization of acquired above (below) market leases, net ( 919 ) ( 1,256 ) ( 2,581 ) Straight-line ground rent expense 784 799 814 Net gain on real estate venture transactions ( 56,750 ) ( 181 ) ( 26,718 ) Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 ) Gain (loss) on early extinguishment of debt ( 941 ) ( 138 ) 435 Provision for impairment 44,655 131,573 4,663 Loss from unconsolidated real estate ventures, including income distributions 191,585 77,915 23,522 Income tax provision 14 72 55 Changes in assets and liabilities: Accounts receivable ( 13 ) 241 1,328 Other assets ( 7,087 ) ( 2,831 ) ( 1,120 ) Accounts payable and accrued expenses 953 ( 12,928 ) 5,405 Deferred income, gains and rent 13,128 ( 86 ) 1,567 Other liabilities 2,879 ( 2,244 ) 2,500 Net cash provided by operating activities 181,125 177,273 209,307 Cash flows from investing activities: Acquisition of properties — ( 7,747 ) ( 3,446 ) Proceeds from the sale of properties 155,867 76,804 64,210 Proceeds from note receivable — — 44,300 Capital expenditures for tenant improvements ( 72,792 ) ( 48,939 ) ( 86,774 ) Capital expenditures for redevelopments ( 18,398 ) ( 59,984 ) ( 87,223 ) Capital expenditures for developments ( 38,570 ) ( 47,537 ) ( 89,017 ) 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 ) Deposits for real estate — 3,500 ( 4,900 ) Capital distributions from unconsolidated real estate ventures 56,593 3,790 46,898 Leasing costs paid ( 10,557 ) ( 7,879 ) ( 26,762 ) Net cash used in investing activities ( 120,185 ) ( 174,912 ) ( 190,589 ) Cash flows from financing activities: Proceeds from credit facility borrowings 201,000 215,000 478,000 Repayments of credit facility borrowings ( 201,000 ) ( 303,500 ) ( 412,500 ) Proceeds from unsecured notes 400,000 — 350,000 Repayments of unsecured notes ( 339,059 ) ( 64,164 ) ( 296,134 ) Proceeds from unsecured term loan — 70,000 — Proceeds from secured term loan — 245,000 — Proceeds from construction loan 18,911 13,824 — Debt financing costs paid ( 6,334 ) ( 4,371 ) ( 9,875 ) Shares used for employee taxes upon vesting of share awards ( 1,028 ) ( 371 ) ( 2,941 ) Redemption of limited partnership units — ( 5 ) ( 4,006 ) Distributions paid to preferred and common partnership units ( 104,787 ) ( 124,627 ) ( 131,175 ) Net cash provided by (used in) financing activities ( 32,297 ) 46,786 ( 28,631 ) Increase/(Decrease) in cash and cash equivalents and restricted cash 28,643 49,147 ( 9,913 ) Cash and cash equivalents and restricted cash at beginning of year 67,534 18,387 28,300 Cash and cash equivalents and restricted cash at end of period $ 96,177 $ 67,534 $ 18,387 Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents, beginning of period $ 58,319 $ 17,551 $ 27,463 Restricted cash, beginning of period 9,215 836 837 Cash and cash equivalents and restricted cash, beginning of period $ 67,534 $ 18,387 $ 28,300 F-16 Cash and cash equivalents, end of period $ 90,229 $ 58,319 $ 17,551 Restricted cash, end of period 5,948 9,215 836 Cash and cash equivalents and restricted cash, end of period $ 96,177 $ 67,534 $ 18,387 Year Ended December 31, 2024 2023 2022 Supplemental disclosure: Cash paid for interest, net of capitalized interest during the years ended December 31, 2024, 2023 and 2022 of $ 18,360 , $ 16,410 and $ 10,517 respectively $ 132,253 $ 107,838 $ 85,761 Cash paid for income taxes 571 550 902 Supplemental disclosure of non-cash activity: Dividends and distributions declared but not paid 26,256 26,017 32,792 Extinguishment of debt costs accrued in financing activities — — 393 Change in investment in real estate ventures as a result of deconsolidation — 8,595 107,057 Change in operating real estate from deconsolidation of operating properties — ( 7,814 ) ( 92,009 ) 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 ) Change in capital expenditures financed through retention payable at period end ( 3,188 ) 2,715 ( 7,165 ) The accompanying notes are an integral part of these consolidated financial statements. F-17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP Brandywine Realty Trust (the Parent “Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2024, owned a 99.7 % interest in the Operating Partnership. 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, 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: Number of Properties Rentable Square Feet Office properties 59 11,006,099 Mixed-use properties 4 924,450 Core Properties 63 11,930,549 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. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 5.1 additional acres of undeveloped land. 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, 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; Austin, Texas; Washington, D.C.; Southern New Jersey; and Wilmington, Delaware. 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 ten management companies (collectively, the “Management Companies”): Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc. (“BMI”), Brandywine Properties I Limited, Inc. (“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management, L.P. (“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, 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. F-18 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company consolidates variable interest entities (“VIEs”) in which it is considered to be the primary beneficiary. VIEs are entities in which the equity investors do not have sufficient equity at risk to finance their endeavors without additional financial support or that the holders of the equity investment at risk do not have a controlling financial interest. The primary beneficiary is defined by the entity having both of the following characteristics: (i) the power to direct those matters that most significantly impact the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For entities that the Company has the obligations to fund losses, its maximum exposure to loss is not limited to the carrying amount of its investments. The Company continuously assesses its determination of the primary beneficiary for each entity and assesses reconsideration events that may cause a change in the original determinations. As of December 31, 2024 and 2023, the Company included in its consolidated balance sheets consolidated VIEs having total assets of $ 37.2 million and $ 34.4 million, respectively, and total liabilities of $ 20.3 million and $ 21.5 million, respectively. When an entity is not deemed to be a VIE, the Company consolidates entities for which it has significant decision making control over the entity’s operations. The Company’s judgment with respect to its level of influence or control of an entity involves consideration of various factors including the form of the Company’s ownership interest, its representation in the entity’s governance, the size of its investment (including loans), estimates of future cash flows, its ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace the Company as manager and/or liquidate the venture, if applicable. The Company’s assessment of its influence or control over an entity affects the presentation of these investments in the Company’s consolidated financial statements. In addition to evaluating control rights, the Company consolidates entities in which the outside partner has no substantive kick-out rights to remove the Company as managing member. The portion of the consolidated entities that are not owned by the Company is presented as noncontrolling interest as of and during the periods consolidated. All intercompany transactions have been eliminated in consolidation. Use of 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 Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The value of operating properties reflects their purchase price or development cost. Acquisition costs related to business combinations are expensed as incurred, whereas the costs related to asset acquisitions are capitalized as incurred. Costs incurred for the renovation and betterment of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred. Purchase Price Allocation For acquisitions of real estate or in-substance real estate that are accounted for as business combinations, we recognize the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and tenant relationship values), liabilities assumed, noncontrolling interests, and previously existing ownership interests at fair value as of the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill (bargain purchase gain). Acquisition costs related to business combinations are expensed as incurred. F-19 Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The Company generally expects that acquisitions of real estate or in-substance real estate will not meet the definition of business and therefore are accounted for as asset acquisitions, unless specifically noted otherwise. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in recognition of goodwill or a bargain purchase gain. Additionally, because the accounting model for asset acquisitions is a cost accumulation model, preexisting interests in the acquired assets, if any, are not remeasured to fair value but continue to be accounted for at their historical cost. Direct acquisition costs are capitalized if an asset acquisition is probable. If we determine that an asset acquisition is no longer probable, no new costs are capitalized and all capitalized costs that are not recoverable are written off. The purchase price is allocated to the acquired assets and assumed liabilities, including land and buildings, as if vacant based on highest and best use for the acquired assets. The Company assesses and considers fair value of the operating properties based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. The Company allocates the purchase price of properties considered to be business combinations and asset acquisitions to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining noncancellable term of the lease (including the below market fixed renewal periods that are considered probable, if applicable). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining noncancellable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining noncancellable terms of the respective leases, including any below market fixed-rate renewal option periods that are considered probable. Other intangible assets also include in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases and any fixed-rate bargain renewal periods. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance, and other operating expenses, and estimates of lost rents at market rates during the expected lease-up periods, which primarily range from four to twelve months . The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and when necessary, will record a conditional asset retirement obligation as part of its purchase price. The Company also evaluates tenant relationships on a tenant-specific basis. On most of the Company’s acquisitions, this intangible has not been material and, as a result, no value has been assigned. In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, is charged to expense and market rate adjustments (above or below) are recorded to revenue. Depreciation and Amortization The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements ( 5 to 55 years) and tenant improvements (the shorter of (i) the life of the asset ( 1 to 16 years) or (ii) the lease term). Construction-in-Progress Project costs directly associated with the development or redevelopment and construction of a real estate project are capitalized as construction-in-progress. Construction-in-progress also includes costs related to ongoing tenant improvement projects. In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s F-20 development or redevelopment activities are capitalized beginning when activities necessary to ready the asset for its intended use are in progress and capital expenditures have been made and ending when the property is placed in service. Interest expense is capitalized using the Company’s weighted average interest rate. Internal direct costs are capitalized to projects in which qualifying expenditures are being incurred. See Note 3 “Real Estate Investments,” for more information related to the capitalization of project costs. Ground Leases The Company is the lessee under long-term ground leases classified as operating leases. The Company makes significant assumptions and judgments when determining the discount rate for the lease to calculate the present value of the lease payments. As the rate implicit in the lease is not readily determinable, the Company estimates the incremental borrowing rate (“IBR”) that it would need to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment, over a similar lease term. The Company utilizes a market-based approach to estimate the IBR for each individual lease. The base IBR is estimated utilizing observable mortgage and corporate bond rates, which are then adjusted to account for considerations related to the Company’s credit rating and the lease term to select an incremental borrowing rate for each lease. The right of use assets and lease liabilities are presented as “Right of use asset - operating leases, net” and “Lease liability - operating leases”, respectively, on the consolidated balance sheet as of December 31, 2024 and 2023, respectively. The lease liabilities and right of use assets are amortized on a straight-line basis over the lease term with the corresponding expense classified in “Property operating expenses” on the consolidated statements of operations. The most recent CPI adjustment is used to determine the present value of the lease payments for an indexed lease and ultimately the right of use asset and corresponding lease liability. Rent payments for amounts in excess of this estimated growth rate will be expensed on a cash basis as incurred and are considered variable lease costs. Impairment of Real Estate Investments The Company 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. The Company updates leasing and other assumptions regularly, paying particular attention to real estate investments where there is an event or change in circumstances that indicates an impairment in value. Additionally, the Company considers strategic decisions regarding the future development plans for real estate investment under development and other market factors. For real estate investments to be held and used, the Company analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over, in most cases, a 10-year hold period. If there is significant possibility that the Company will dispose of assets earlier, it analyzes the recoverability using a probability weighted analysis of the undiscounted future cash flows expected to be generated from the operations and eventual disposition of each asset using various probable hold periods. 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. If and when the Company’s plans change, it revises its recoverability analysis to use cash flows expected from operations and eventual disposition of each asset using hold periods that are consistent with its revised plans. Estimated future cash flows used in such analysis are based on the Company’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. Future cash flows are discounted when determining fair value of an asset. 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. 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, 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. Estimated fair value is generally determined using a market valuation approach, comparing the subject property to recent comparable market transactions in a similar location; or using estimated cash flows. F-21 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 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. 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. 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 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. Restricted Cash and Escrows Restricted cash and escrows primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital improvement and real estate tax escrows required under certain loan agreements. Restricted cash also includes cash held by qualified intermediaries for possible investments in like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code in connection with sales of the Company’s properties. Accounts Receivable and Accrued Rent Receivable Generally, leases with tenants are accounted for as operating leases. Minimum lease payments under tenant leases are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payment terms are recorded as “Accrued rent receivable, net” on the consolidated balance sheets. Included in current tenant receivables are tenant reimbursements which are comprised of amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred. Accrued rent receivables are carried net of the allowances for doubtful accounts. The allowance for doubtful accounts is an estimate based on the Company's experience of the probability of future events confirming a loss and represents the estimated probable losses. The allowance is generally calculated by assigning risk factors by industry which are primarily based on the Company's historical collection and charge-off experience adjusted for current market conditions, which requires management's judgment. Investments in Unconsolidated Real Estate Ventures 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 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 F-22 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 the Company's investments to determine if an impairment exists. 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. 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 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 The Company accounts for notes receivable on its balance sheet at amortized cost, net of allowance for loan losses. 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, 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. Notes receivable are placed on nonaccrual status when management determines, after considering economic and business conditions and collection efforts, that the loans are impaired, or collection of interest is doubtful. Uncollectible interest previously accrued is recognized as bad debt expense. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received. Deferred Financing Costs Costs incurred in connection with debt financing are capitalized as a direct deduction from the carrying value of the debt, except for costs capitalized related to the Company’s unsecured credit facility, which are capitalized within the “Deferred costs, net” caption on the accompanying consolidated balance sheets. Deferred financing costs are charged to interest expense over the terms of the related debt agreements. Deferred financing costs consist primarily of loan fees which are amortized over the related loan term on a basis that approximates the effective interest method. Deferred financing costs are accelerated, when debt is extinguished, as part of the “Interest expense-amortization of deferred financing costs” caption within the Company’s consolidated statements of operations. Original issue discounts are recognized as part of the gain or loss on extinguishment of debt, as appropriate. Revenue Recognition Rental Revenue The Company generates revenue under leases with tenants occupying the Properties. Generally, leases with tenants are accounted for as operating leases. The operating leases have various expiration dates. As of December 31, 2024 and 2023, the Company did not have any leases classified as direct-financing or sales-type leases. Fixed lease payments under tenant leases, determined to be collectible, are recognized on a straight-line basis over the term of the related lease. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as “Accrued rent receivable” on the consolidated balance sheets. Variable lease payments are recognized as lease revenue in the period in which changes occur in facts and circumstances on which the variable lease payments are based. F-23 Topic 842 requires a binary approach to evaluating leases for collectability. Lessors are required to determine if it is probable that substantially all of the lease payments will be collected from the tenant over the lease term. Should the lessor determine that it is not probable that substantially all of the lease payments will be collected, the standard requires that the lessor write off any accrued rent receivable and begin recognizing lease payments on a cash basis. The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. If the tenant has funded an improvement that the Company determines to be landlord assets, then the Company treats the costs of the improvement as deferred revenue and amortizes these costs into revenue over the lease term. For certain leases, the Company also makes significant assumptions and judgments in determining the lease term, including assumptions when the lease provides the tenant with an early termination option or purchase option. The lease term impacts the period over which the Company determines and records lease payments and also impacts the period over which it amortizes lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. For leases where a tenant executes a lease termination, termination fees are generally recognized over the modified term of the lease as rental income. Additionally, any deferred rents receivable are accelerated over the modified lease term. 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” 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. Variable lease payments include reimbursements billed to tenants, termination fees, bad debt expense, and parking income that is not fixed under a long-term contract. Point of Sale Revenue Point of sale revenue consists of parking, restaurant, and flexible stay revenue from the Company’s hotel operations. Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed. 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 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 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. F-24 Development fee revenue is earned through two different sources: (i) the Company performs development services for third parties as an agent and earns fixed development fees based on a percentage of construction costs incurred over the construction period, and (ii) the Company acts as a general contractor on behalf of one of its managed real estate ventures. The Company acts as the principal construction company for the real estate ventures and records gross revenue as it provides construction services based on the quantifiable construction outputs. 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, 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. Common Development Cost Estimates for Contributions to Development Joint Ventures When land is contributed to a development joint venture, estimated common development costs include actual costs incurred and estimates of future common development costs benefiting the property sold. When land is sold, common development costs, if they cannot be specifically identified, are allocated to each sold parcel based upon its relative sales value. For purposes of allocating common development costs, estimates of future sales proceeds and common development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining land parcels available for sale. The common development cost estimates for development joint ventures are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and are affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future common development costs could result in a significant impact on the amounts recorded as net gain on disposition of real estate or net gain on sale of undepreciated real estate. The following is a summary of revenue earned by the Company’s reportable segments (see Note 18 “Segment Information,” for further information) during the year ended December 31, 2024 (in thousands): Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total Fixed rent $ 158,382 $ 114,056 $ 56,620 $ 36,412 $ ( 1,631 ) $ 363,839 Variable rent 54,264 10,460 28,424 1,442 ( 142 ) 94,448 Total lease revenue 212,646 124,516 85,044 37,854 ( 1,773 ) 458,287 Amortization of deferred market rents 647 — 272 — — 919 Daily parking & hotel flexible stay 8,727 — 956 352 1 10,036 Total rents 222,020 124,516 86,272 38,206 ( 1,772 ) 469,242 Third party management fees, labor reimbursement and leasing 158 21 603 3,769 19,191 23,742 Other income 3,808 474 333 163 7,755 12,533 Total revenue $ 225,986 $ 125,011 $ 87,208 $ 42,138 $ 25,174 $ 505,517 (a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals. F-25 The following is a summary of revenue earned by the Company’s reportable segments (see Note 18 “Segment Information,” for further information) during the year ended December 31, 2023 (in thousands): Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total Fixed rent $ 159,732 $ 118,856 $ 63,209 $ 32,167 $ ( 1,895 ) $ 372,069 Variable rent 54,678 10,067 30,098 1,681 454 96,978 Total lease revenue 214,410 128,923 93,307 33,848 ( 1,441 ) 469,047 Amortization of deferred market rents 649 — 642 — — 1,291 Daily parking & hotel flexible stay 8,478 — 708 325 — 9,511 Total rents 223,537 128,923 94,657 34,173 ( 1,441 ) 479,849 Third party management fees, labor reimbursement and leasing 405 38 516 4,972 18,486 24,417 Other income 6,991 339 332 161 2,562 10,385 Total revenue $ 230,933 $ 129,300 $ 95,505 $ 39,306 $ 19,607 $ 514,651 (a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals. The following is a summary of revenue earned by the Company’s reportable segments (see Note 18 “Segment Information,” for further information) during the year ended December 31, 2022 (in thousands): Philadelphia CBD Pennsylvania Suburbs Austin, Texas Other Corporate (a) Total Fixed rent $ 151,034 $ 116,926 $ 60,831 $ 26,491 $ ( 1,895 ) $ 353,387 Variable rent 51,346 11,615 32,958 3,927 ( 35 ) 99,811 Total lease revenue 202,380 128,541 93,789 30,418 ( 1,930 ) 453,198 Amortization of deferred market rents 1,308 10 1,264 — — 2,582 Daily parking & hotel flexible stay 14,390 — 361 320 — 15,071 Total rents 218,078 128,551 95,414 30,738 ( 1,930 ) 470,851 Third party management fees, labor reimbursement and leasing 287 35 486 5,711 17,613 24,132 Other income 2,510 354 429 161 7,663 11,117 Total revenue $ 220,875 $ 128,940 $ 96,329 $ 36,610 $ 23,346 $ 506,100 (a) Corporate includes intercompany eliminations necessary to reconcile to consolidated Company totals. Income Taxes Parent Company The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to continue to qualify as a REIT, the Parent Company is required to, among other things, distribute at least 90% of its annual REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Parent Company is not subject to federal and state (in states that follow federal rules) income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its shareholders. Accordingly, a nominal provision for federal and state (as applicable) income taxes is included in the accompanying consolidated financial statements with respect to the operations of the Parent Company. The Parent Company intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state (as applicable) income taxes and may not be able to qualify as a REIT for the four tax years following the year in which it first failed to qualify. The Parent Company is subject to certain local income taxes. F-26 Provision for federal income taxes is recorded in the income tax provision line item and state and local income taxes have been included in operating expenses in the Parent Company’s consolidated statements of operations. The tax basis of the Parent Company’s assets was $ 2.9 billion and $ 3.0 billion for the years ended December 31, 2024 and December 31, 2023, respectively. The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income and (b) 95% of the Parent Company’s net capital gain exceeds cash distributions and certain taxes paid by the Parent Company. No excise tax was incurred in 2024, 2023 or 2022. The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform non-customary services for tenants, hold assets that the Parent Company, as a REIT, cannot hold directly and generally may engage in any real estate or non-real estate related business. The Company’s taxable REIT subsidiaries did not have material tax provisions or deferred income tax items as of December 31, 2024 and December 31, 2023. Operating Partnership In general, the Operating Partnership is not subject to federal and state income taxes, and accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The partners of the Operating Partnership are required to include their respective share of the Operating Partnership’s profits or losses in their respective tax returns. The Operating Partnership’s tax returns and the amount of allocable partnership profits and losses are subject to examination by federal and state taxing authorities. For any year beginning on or after January 1, 2018, the Operating Partnership can be assessed with federal income tax in the course of an audit by the IRS. Under the partnership audit rules included in the Bipartisan Budget Act of 2015, the Operating Partnership has the option to make a push-out election and allocate the partnership adjustments to all the former partners for the tax year under audit. The tax basis of the Operating Partnership’s assets was $ 2.9 billion and $ 3.0 billion for the years ended December 31, 2024 and December 31, 2023, respectively. The Operating Partnership may elect to treat a subsidiary as a REIT under Sections 856 through 860 of the Internal Revenue Code, if applicable. Each subsidiary REIT would be required to meet the requirements for treatment as a REIT under Sections 856 through 860 of the Internal Revenue Code. If a subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years. Also, each subsidiary REIT would be subject to certain local income taxes. The Operating Partnership has elected to treat several of its subsidiaries as TRSs, which are subject to federal, state and local income tax. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders, as adjusted for unallocated earnings, if any, of certain securities, by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur from common shares issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options, and conversion of the noncontrolling interests in the Operating Partnership. Anti-dilutive shares are excluded from the calculation. Earnings Per Unit Basic earnings per unit is computed by dividing net income available to common unitholders, as adjusted for unallocated earnings, if any, of certain securities issued by the Operating Partnership, by the weighted average number of common unit equivalents outstanding during the year. Diluted earnings per unit reflects the potential dilution that could occur from units issuable in connection with awards under share-based compensation plans, including upon the exercise of stock options. Anti-dilutive units are excluded from the calculation. F-27 Share-Based Compensation Plans The Parent Company maintains a shareholder-approved equity-incentive plan known as the 2023 Long-Term Incentive Plan (the "2023 Plan"), which replaced the Parent Company's Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”) and collectively with the 2023 Plan, the Incentive Plans"). The Incentive Plans are administered by the Compensation Committee of the Parent Company’s Board of Trustees (the "Compensation Committee"). Under the 2023 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted share units and performance-based restricted share units (and previously made such awards under the 1997 Plan). The Company's share-based employee compensation plan is described more fully in Note 14 “Share-Based Compensation, 401(k) Plan and Deferred Compensation.” Comprehensive Income Comprehensive income is recorded in accordance with the provisions of the accounting standard for comprehensive income. The accounting standard establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive income includes the effective portions of changes in the fair value of derivatives. Accounting for Derivative Instruments and Hedging Activities The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them on the balance sheet as either an asset or liability. See disclosures below related to the accounting standard for fair value measurements and disclosures. For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income while the ineffective portions are recognized in earnings. The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts. Fair Value Measurements The Company estimates the fair value of its derivatives in accordance with the accounting standard for fair value measurements and disclosures. The accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little if any, related market activity or information. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. F-28 Non-financial assets and liabilities recorded at fair value on a non-recurring basis include non-financial assets and liabilities measured at fair value in a purchase price allocation and the impairment. The fair values assigned to the Company's purchase price allocations primarily utilize Level 3 inputs. The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs . Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. The Company's adoption of the standard did not have a material impact on the Company's consolidated financial statements. 3. REAL ESTATE INVESTMENTS As of December 31, 2024 and 2023, the gross carrying value of the operating properties was as follows (in thousands): December 31, 2024 December 31, 2023 Land $ 361,861 $ 394,669 Building and improvements 2,551,089 2,671,024 Tenant improvements 461,830 476,539 Total $ 3,374,780 $ 3,542,232 Construction-in-Progress 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): December 31, 2024 2023 2022 Development $ 4,447 $ 4,096 $ 5,343 Redevelopment 738 944 1,484 Tenant Improvements 5,811 3,817 2,505 Total $ 10,996 $ 8,857 $ 9,332 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 165 King of Prussia Road October 27, 2023 Radnor, PA Land 1.1 acres $ 8,550 F-29 2022 Acquisitions Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price 631 Park Avenue January 21, 2022 King of Prussia, PA Land 3.3 acres $ 3,650 3151 Market Street (a) April 29, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 27,349 (a) On April 29, 2022, the Company acquired, through a 99-year ground lease, the leasehold interest in a 0.8 -acre land parcel, located at 3151 Market Street, in Philadelphia, Pennsylvania. The Company prepaid $ 19.5 million of the ground lease, representing 500,000 square feet of buildable floor to area ratio (“FAR”) to be used for the development of 3151 Market Street, and paid $ 7.8 million for 200,000 square feet of FAR density usable pursuant to the Schuylkill Yards Project master development agreement. The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets. See below regarding disposition of 500,000 square feet of FAR. Dispositions 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 Land 11.0 acres $ 6,466 $ — 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 Parking Lot 11.0 acres $ 8,500 $ 2,297 Dabney East December 27, 2023 Richmond, VA Land 11.6 acres $ 1,600 $ 430 Byberry December 7, 2023 Philadelphia, PA Land Purchase Option 50.0 acres $ 9,641 $ 3,960 8521 Leesburg Pike (i) December 1, 2023 Vienna, VA Office 150,897 $ 11,000 $ — 200 N. Radnor Chester Road October 31, 2023 Radnor, PA Retail 17,884 $ 14,200 $ 7,735 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 (g) July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340 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 (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 (a) Gain/(Loss) on Sale is net of closing and other transaction related costs. (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. (c) Recognized a provision for impairment of $ 21.1 million on the properties prior to the sales. 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”). 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. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information. (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 F-30 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. Gain on sale of $ 8.3 million is calculated as the difference between the estimated relative sales value of the contributed land and the estimated total cost allocations per block. 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. See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information. During the first quarter of 2023, the Company deconsolidated $ 7.8 million recorded in “Prepaid leasehold interests in land held for development, net” on the consolidated balance sheets. This deconsolidation reflects the Company’s contribution, in January 2023, of 200,000 square feet of buildable floor to area ratio (“FAR”) to the Company’s unconsolidated real estate venture, referred to in Note 4 below as the 3151 Market Street Venture, for use by this unconsolidated real estate venture in the development of 3151 Market Street. Upon contribution at fair market value, the Company recognized a gain, net of transaction costs, of $ 0.8 million in “Net gain on sale of undepreciated real estate” on the consolidated statements of operations. 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. area in the Company's Other segment. These impairments resulted from the shortened hold period assumptions for the assets as a result of the Company's plan to exit these markets as conditions permit and it was determined that the carrying value exceeded the Company's estimated fair value of the properties. The estimated fair value is considered Level 3 in accordance with ASC 820 and was determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate of 10.00 % and residual capitalization rate of 8.50 %. During the year ended December 31, 2023, the Company recognized impairment losses totaling $ 11.7 million on properties located in the Pennsylvania Suburbs segment. The estimated fair value is considered Level 3 in accordance with ASC 820 and was based upon an executed purchase and sale agreement as of September 30, 2023 that was not completed as of December 31, 2023 due to the termination of the purchase and sale agreement. During the year ended December 31, 2022, the Company recognized an impairment loss totaling approximately $ 4.7 million on a property located in the Other segment. The Company’s estimated fair value is considered Level 3 in accordance with ASC 820, and was based on a pending offer form a third party to acquire the property and the subsequent execution of a purchase and sale agreement. Held for Sale As of December 31, 2024 and 2023, the Company had no assets held for sale. F-31 4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES 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, 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. The Company earned leasing commissions from the unconsolidated real estate ventures of $ 2.3 million, $ 3.8 million and $ 2.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $ 5.0 million and $ 3.5 million as of December 31, 2024 and 2023, respectively. The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures. The Company records operating losses of a real estate venture in excess of its investment balance if the Company is liable for the obligations of the real estate venture or is otherwise committed to provide financial support to the real estate venture. The Company’s investment in the unconsolidated real estate ventures as of December 31, 2024 and 2023, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2024, 2023, and 2022 was as follows (in thousands): Ownership Percentage Carrying Amount Company's unconsolidated real estate venture Income (Loss) Unconsolidated Real Estate Venture Debt at 100%, gross 2024 2023 2024 2023 2022 2024 2023 Office Properties Commerce Square Venture 84 % (a) $ 179,061 $ 272,216 $ ( 134,545 ) $ ( 18,791 ) $ ( 12,128 ) $ 220,000 $ 220,000 Mid-Atlantic Office Venture 40 % (a) 10,844 — 7,141 ( 26,448 ) 412 62,023 132,770 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 Cira Square 20 % 42,969 25,242 ( 1,648 ) ( 2,474 ) ( 985 ) 160,000 257,700 KB JV (e) 50 % 42 — 986 — — — — Other 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 3025 JFK Venture (c) 64 % 61,379 62,034 ( 19,271 ) ( 4,456 ) ( 35 ) 173,754 152,032 JBG - 51 N Street (c) 70 % 8,209 21,150 ( 13,397 ) ( 435 ) ( 382 ) — — JBG - 1250 First Street Office (c) 70 % 8,531 17,843 ( 9,586 ) ( 269 ) ( 195 ) — — 3151 Market Street Venture (c) 76 % 168,925 90,645 ( 105 ) ( 72 ) ( 8 ) — — One Uptown - Office (c) 62 % 60,677 47,036 ( 201 ) — — 69,047 51,701 $ 570,455 $ 552,494 $ ( 191,585 ) $ ( 77,915 ) $ ( 22,016 ) $ 757,021 $ 1,412,758 (a) Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See “Commerce Square Venture” and “Mid-Atlantic Office JV” sections below for more information. (b) Included within “Other Liabilities” on the consolidated balance sheet. (c) This entity is a VIE. (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. F-32 (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. 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, 2024 (b) December 31, 2023 Net property $ 1,641,085 $ 2,339,921 Other assets 238,406 534,658 Other liabilities 107,801 443,536 Debt, net 752,325 1,407,858 Equity (a) 1,019,365 1,023,185 (a) This amount does not include the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. 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, 2024 (b) 2023 2022 Revenue $ 157,361 $ 232,895 $ 244,981 Operating expenses ( 79,093 ) ( 122,181 ) ( 124,608 ) Interest expense, net ( 58,785 ) ( 78,909 ) ( 49,007 ) Depreciation and amortization ( 70,536 ) ( 100,205 ) ( 103,378 ) Provision for impairment ( 148,347 ) — — Net loss $ ( 199,400 ) $ ( 68,400 ) $ ( 32,012 ) Ownership interest % Various Various Various Company's share of net loss $ ( 183,141 ) $ ( 39,637 ) $ ( 21,594 ) Other-than-temporary impairment (a) ( 8,378 ) ( 37,176 ) — Basis adjustments and other ( 66 ) ( 1,102 ) ( 422 ) 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 years ended December 31, 2024 and 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. F-33 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): 2025 $ — 2026 173,754 2027 141,244 2028 220,000 2029 222,023 Thereafter — Total principal payments 757,021 Net deferred financing costs ( 4,696 ) Outstanding indebtedness $ 752,325 One Uptown Ventures 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 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, 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 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 F-34 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, 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 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 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. segment. 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 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 $ 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. 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 %. 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 with a one year option to extend. The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the F-35 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 %. With the interest rate cap in-place, the maximum interest rate due by the 3025 JFK Venture is 6.60 %. The Company has determined that the 3025 JFK Venture 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 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 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 On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645 square feet, nine of which are located in the Pennsylvania suburbs segment and three located in the Company's former Metropolitan Washington, D.C. segment, to the Mid-Atlantic Office JV, for a gross sales price of $ 192.9 million. 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. 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 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”) consisted of eight properties containing an aggregate of 1,293,197 square feet, located in the Company's former Metropolitan Washington, D.C. segment. The Company and its partner owned 15 % and 85 % interests in the Herndon Innovation Center, respectively. The properties F-36 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 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. 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. KB JV 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. F-37 5. LEASES Lessor Accounting The Company leases properties to tenants under operating leases with various expiration dates. Future contractual lease payments under operating leases at December 31, 2024 are as follows (in thousands): Year 2025 $ 337,848 2026 337,910 2027 315,282 2028 282,838 2029 228,722 Thereafter 837,634 Lessee Accounting As of December 31, 2024, the Company is the lessee under six long-term ground leases classified as “operating leases” in the consolidated balance sheets. Certain of the Company’s ground leases contain extension options and the Company considered all relevant factors in determining if it was reasonably certain that it would exercise such extension options. The Company concluded that it was not reasonably certain that it would exercise the extension options and, therefore, has not included the extension period in the remaining lease terms. With the exception of certain ground leases that are subject to rent increases periodically based on the CPI index, all lease payments under the ground lease are fixed. The table below summarizes the Company’s operating lease cost (in thousands) recognized through “Property operating expenses” on the consolidated statements of operations (in thousands): Year Ended December 31, Lease Cost 2024 2023 Fixed lease cost $ 2,100 $ 2,100 Variable lease cost 42 57 Total $ 2,142 $ 2,157 Weighted-average remaining lease term (years) 53.3 54.0 Weighted-average discount rate 6.3 % 6.3 % Lease payments by the Company under the terms of all noncancellable ground leases of land are expensed on a straight-line basis regardless of when payments are due. The Company’s ground leases, excluding prepaid ground leases, have remaining lease terms ranging from 5 to 60 years. Lease payments on noncancellable leases at December 31, 2024 are as follows (in thousands): Year Minimum Rent 2025 $ 1,321 2026 1,338 2027 1,355 2028 1,373 2029 1,418 Thereafter 103,646 Total lease payments $ 110,451 Less: Imputed interest 86,905 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 F-38 certain returns are achieved by the Company. Such amounts, if any, will be reflected as contingent rent when incurred. The ground leases also provide for payment by the Company of certain operating costs relating to the land, primarily real estate taxes. The above schedule of future minimum rental payments does not include any contingent rent amounts or any reimbursed expenses. 6. DEFERRED COSTS As of December 31, 2024 and 2023, the Company’s deferred costs were comprised of the following (in thousands): December 31, 2024 Total Cost Accumulated Amortization Deferred Costs, net Leasing costs $ 153,557 $ ( 70,998 ) $ 82,559 Financing costs - Unsecured Credit Facility 4,688 ( 2,930 ) 1,758 Total $ 158,245 $ ( 73,928 ) $ 84,317 December 31, 2023 Total Cost Accumulated Amortization Deferred Costs, net Leasing costs $ 164,274 $ ( 71,220 ) $ 93,054 Financing costs - Unsecured Credit Facility 4,688 ( 1,758 ) 2,930 Total $ 168,962 $ ( 72,978 ) $ 95,984 During the years ended December 31, 2024, 2023 and 2022, the Company capitalized internal direct leasing costs of $ 2.0 million, $ 1.8 million, and $ 3.0 million, respectively. 7. INTANGIBLE ASSETS AND LIABILITIES As of December 31, 2024 and 2023, the Company’s intangible assets/liabilities were comprised of the following (in thousands): December 31, 2024 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 15,794 $ ( 10,363 ) $ 5,431 Tenant relationship value 110 ( 57 ) 53 Above market leases acquired 75 ( 54 ) 21 Total intangible assets, net $ 15,979 $ ( 10,474 ) $ 5,505 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 16,413 $ ( 9,121 ) $ 7,292 F-39 December 31, 2023 Total Cost Accumulated Amortization Intangible Assets, net Intangible assets, net: In-place lease value $ 24,281 $ ( 16,673 ) $ 7,608 Tenant relationship value 110 ( 52 ) 58 Above market leases acquired 75 ( 47 ) 28 Total intangible assets, net $ 24,466 $ ( 16,772 ) $ 7,694 Total Cost Accumulated Amortization Intangible Liabilities, net Intangible liabilities, net: Below market leases acquired $ 17,588 $ ( 9,318 ) $ 8,270 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): Assets Liabilities 2025 $ 1,692 $ 842 2026 813 722 2027 570 618 2028 253 533 2029 253 533 Thereafter 1,924 4,044 Total $ 5,505 $ 7,292 F-40 8. DEBT OBLIGATIONS The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Effective Interest Rate Maturity Date SECURED DEBT $ 245.0 M 5.88 % Secured Term Loan due 2028 $ 245,000 $ 245,000 5.88 % February 2028 $ 50.0 M Construction Loan due 2026 32,734 13,824 SOFR + 2.50 % August 2026 Principal balance outstanding 277,734 258,824 Less: deferred financing costs ( 2,396 ) ( 3,153 ) Total Secured indebtedness $ 275,338 $ 255,671 UNSECURED DEBT $ 600 million Unsecured Credit Facility $ — $ — SOFR + 1.50 % June 2027 (a) Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.70 % (b) June 2027 (a) $ 70.0 million Term Loan $ 70,000 $ 70,000 SOFR + 2.00 % February 2025 (a) $ 350.0 M 4.10 % Guaranteed Notes due 2024 $ — $ 340,000 3.78 % October 2024 $ 450.0 M 3.95 % Guaranteed Notes due 2027 450,000 450,000 4.03 % November 2027 $ 350.0 M 8.30 % Guaranteed Notes due 2028 $ 350,000 $ 350,000 8.48 % (c) March 2028 $ 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 % (d) March 2035 Indenture IB (Preferred Trust I) $ 25,774 $ 25,774 SOFR + 1.51 % (d) April 2035 Indenture II (Preferred Trust II) 25,774 25,774 SOFR + 1.51 % (d) July 2035 Principal balance outstanding 1,948,610 1,888,610 Plus: original issue premium (discount), net ( 544 ) 1,878 Less: deferred financing costs ( 10,590 ) ( 7,327 ) Total unsecured indebtedness $ 1,937,476 $ 1,883,161 (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. 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. (c) 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 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 F-41 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 On January 19, 2023, seven indirect wholly-owned subsidiaries of the Company entered into a term loan agreement secured by seven operating properties in the aggregate principal amount of $ 245.0 million (the “Secured Facility”). 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. 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 On March 1, 2023, the Company entered into an unsecured one-year term loan agreement in the aggregate principal amount of $ 70.0 million (the “2023 Term Loan”). The 2023 Term Loan was scheduled to mature on February 28, 2024. In January 2024, the Company executed its option to extend for an additional twelve months to February 28, 2025 upon customary terms and conditions. The 2023 Term Loan bears interest at Daily Simple SOFR plus 1.90 % with a 0.10 % SOFR adjustment per year through the maturity date and is interest-only (payable monthly) through the maturity date. On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”). The 2022 Credit Agreement among other things: (i) maintains the total commitment under the line credit of $ 600.0 million (the “Revolving Credit Facility”) and provides an unsecured term loan in the initial amount of $ 250.0 million (the “Term Loan”) with a scheduled maturity date of June 30, 2027; (ii) extended the maturity date of the Revolving Credit Facility from July 15, 2022 to June 30, 2026, with two six-month extensions at the Company’s election subject to specified conditions and subject to payment of an extension fee; (iii) reduced the interest rate margins applicable to SOFR revolving loans; and (iv) provides for an additional interest rate option based on a floating SOFR rate. In connection with the amendments, the Company capitalized $ 4.7 million and $ 2.0 million in financing costs, related to the Revolving Credit Facility and the Term Loan, respectively. The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan. Upon closing of the 2022 Credit Agreement, the Term Loan was funded in full and the proceeds thereof, together with cash on hand, were used to prepay in full the Company’s unsecured term loan (“Term Loan C”) in the principal amount of $ 250.0 million, together with accrued and unpaid interest thereon. Term Loan C was scheduled to mature on October 8, 2022. Under the 2022 Credit Agreement, the Company may, subject to specified terms and conditions (including receipt of commitments from one or more lenders, whether or not currently parties to the 2022 Credit Agreement), elect to increase the amount of the Revolving Credit Facility and/or Term Loan or request one or more new pari passu tranches of unsecured term loans (each, an “Incremental Facility”), provided that the aggregate amount of all such increases is limited to $ 500.0 million. Up to $ 50.0 million of borrowing availability under the 2022 Credit Agreement is available for the issuance of letter of credits. Borrowings under the Revolving Credit Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points: and the Term Loan and borrowings under an Incremental Facility bear interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points. The applicable margin will be determined based upon the unsecured senior debt rating of the Operating Partnership or the absence of such a rating. The Company also pays a quarterly facility fee on the total commitments under the Revolving Credit Facility. The terms of the 2022 Credit Agreement require that the Company maintain customary financial and other covenants, including: (i) a fixed charge coverage ratio greater than or equal to 1.5 to 1.00; (ii) a leverage ratio less than or equal to 0.60 to 1.00, subject to specified exceptions; (iii) a ratio of unsecured indebtedness to unencumbered asset value less than or equal to 0.60 to 1.00, subject to specified exceptions; (iv) a ratio of secured indebtedness to total asset value less than or equal to 0.40 to 1.00; and (v) a ratio of unencumbered cash flow to interest expense on unsecured debt greater than 1.75 to 1.00. In addition, the 2022 Credit Agreement restricts payments of dividends and distributions on shares in excess of 95 % of the Company's funds from operations (FFO) except to the extent necessary to enable the Company to continue to qualify as a REIT for federal income tax purposes. F-42 The Company had no outstanding borrowings under the Revolving Credit Facility as of December 31, 2024. During the twelve months ended December 31, 2024, the weighted-average interest rate on Revolving Credit Facility borrowings was 6.74 % resulting in $ 2.1 million of interest expense. During the twelve months ended December 31, 2023 weighted-average interest rate on Revolving Credit Facility borrowings was 5.94 % resulting in $ 0.6 million of interest expense. Secured Construction Loan due 2026 On August 15, 2023, the Company entered into a construction loan agreement secured by the development project at 155 King of Prussia Road in Radnor, Pennsylvania in the aggregate principal amount of $ 50.0 million (the “Construction Loan”). The Construction Loan has a scheduled maturity date of August 16, 2026 with an option to prepay at any time without a fee, premium or penalty. The Construction Loan bears interest at SOFR plus 2.5 %. In connection with the Construction Loan, the Company has provided a completion guaranty, carry guaranty, and limited payment guarantee up to 20 % of the loan commitment, as well as customary environmental indemnities and guaranty of customary exceptions to non-recourse provisions in the loan documents. Guaranteed Notes due 2028 On December 13, 2022, the Company completed an underwritten offering of $ 350.0 million aggregate principal amount of its 7.55 % Guaranteed Notes due 2028 (the “2028 Notes”). The 2028 Notes were priced at 99.06 % of their face amount and have been reflected net of a discount of approximately $ 3.3 million in the consolidated balance sheet as of December 31, 2022. The Company received approximately $ 344.6 million of proceeds after the deduction for underwriting discounts and offering expenses. The Company was in compliance with all financial covenants as of December 31, 2024. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital. As of December 31, 2024, the aggregate scheduled principal payments on the Company's debt obligations were as follows (in thousands): 2025 $ 70,000 2026 32,734 2027 700,000 2028 595,000 2029 750,000 Thereafter 78,610 Total principal payments 2,226,344 Net unamortized premiums/(discounts) ( 544 ) Net deferred financing costs ( 12,986 ) Outstanding indebtedness $ 2,212,814 9. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company determined the fair values disclosed below using available market information and discounted cash flow analyses as of December 31, 2024 and 2023, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimates and valuation methodologies may have a material effect on the fair value amounts shown. The Company believes that the carrying amounts reflected in the consolidated balance sheets at December 31, 2024 and 2023 approximate the fair values for cash and cash equivalents, accounts receivable, other assets and liabilities, accounts payable and accrued expenses because they are short-term in duration. F-43 The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands): December 31, 2024 December 31, 2023 Carrying Amount (a) Fair Value Carrying Amount (a) Fair Value Unsecured notes payable $ 1,539,917 $ 1,537,210 $ 1,486,052 $ 1,386,621 Variable rate debt $ 430,293 $ 403,880 $ 410,932 $ 370,665 Fixed rate debt $ 242,605 $ 232,804 $ 241,847 $ 233,088 (a) Net of deferred financing costs of $ 9.5 million and $ 5.8 million for unsecured notes payable, $ 1.1 million and $ 1.5 million for variable rate debt and $ 2.4 million and $ 3.2 million for secured fix rate debt as of December 31, 2024 and December 31, 2023, respectively The Company used quoted market prices as of December 31, 2024 and December 31, 2023 to value the unsecured notes payable and, as such, categorized them as Level 2. The inputs utilized to determine the fair value of the Company’s variable rate debt are categorized as Level 3. The fair value of the variable rate debt was determined using a discounted cash flow model that considered borrowing rates available to the Company for loans with similar terms and characteristics. For the Company’s Level 3 financial instruments for which fair value is disclosed, an increase in the discount rate used to determine fair value would result in a decrease to the fair value. Conversely, a decrease in the discount rate would result in an increase to the fair value. Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of December 31, 2024 and December 31, 2023. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since December 31, 2024. Current estimates of fair value may differ from the amounts presented herein. 10. DERIVATIVE FINANCIAL INSTRUMENTS Use of Derivative Financial Instruments The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks through derivative financial instruments. The Company formally assesses, both at the inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively for either the entire hedge or the portion of the hedge that is determined to be ineffective. The related ineffectiveness would be charged to the consolidated statement of operations. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of the accounting standard for fair value measurements and disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for F-44 the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2024 and December 31, 2023. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands). Hedge Product Hedge Type Designation Notional Amount Strike Trade Date Maturity Date Fair value 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Assets 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 — Liabilities Swap Interest Rate Cash Flow (a) $ — $ 250,000 3.713 % November 23, 2022 June 30, 2027 $ — $ ( 757 ) $ 328,610 $ 250,000 (a) Hedging unsecured variable rate debt. The Company measures its derivative instruments at fair value and records them in “Other assets” and “Other liabilities” on the Company’s consolidated balance sheets. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy. Concentration of Credit Risk Concentrations of credit risk arise for the Company when multiple tenants of the Company are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including those to the Company. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain an unusual concentration of credit risk. No tenant accounted for 10% or more of the Company’s rents during 2024, 2023 and 2022. 11. LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly owned by the Operating Partnership. Operating Partnership The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership interests in the accompanying consolidated balance sheet of the Parent Company was $ 3.1 million and $ 4.1 million as of December 31, 2024 and December 31, 2023, respectively. 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 F-45 business days of the quarter) was approximately $ 2.9 million and $ 2.8 million as of December 31, 2024 and December 31, 2023, respectively. 12. BENEFICIARIES' EQUITY OF THE PARENT COMPANY Earnings per Share (EPS) The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding): Year Ended December 31, 2024 2023 2022 Basic Diluted Basic Diluted Basic Diluted Numerator Net income (loss) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992 Net (income) loss attributable to noncontrolling interests 580 580 614 614 ( 168 ) ( 168 ) Nonforfeitable dividends allocated to unvested restricted shareholders ( 1,178 ) ( 1,178 ) ( 567 ) ( 567 ) ( 456 ) ( 456 ) Net income (loss) attributable to common shareholders $ ( 197,085 ) $ ( 197,085 ) $ ( 197,356 ) $ ( 197,356 ) $ 53,368 $ 53,368 Denominator Weighted-average shares outstanding 172,526,996 172,526,996 171,959,210 171,959,210 171,491,369 171,491,369 Contingent securities/Share-based compensation — — — — — 834,277 Weighted-average shares outstanding 172,526,996 172,526,996 171,959,210 171,959,210 171,491,369 172,325,646 Earnings (loss) per Common Share: Net income (loss) attributable to common shareholders $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31 The contingent securities/share-based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods. Redeemable common limited partnership units totaling 515,595 at December 31, 2024, 515,595 at December 31, 2023 and 516,467 at December 31, 2022, respectively, were excluded from the diluted earnings per share computations because they are not dilutive. Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the years ended December 31, 2024, 2023 and 2022, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company's shareholder-approved long-term incentive plan. Common and Preferred Shares On December 10, 2024, the Parent Company declared a distribution of $ 0.15 per common share, totaling $ 26.3 million, which was paid on January 23, 2025 to shareholders of record as of January 8, 2025. 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. During the years ended December 31, 2024 and 2023, no common shares were repurchased by the Company. Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2024 or December 31, 2023. F-46 Common Share Repurchases 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. During the year ended December 31, 2024 and 2023, the Company did no t repurchase any common shares. 13. PARTNERS' EQUITY OF THE PARENT COMPANY Earnings per Common Partnership Unit The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding): Year Ended December 31, 2024 2023 2022 Basic Diluted Basic Diluted Basic Diluted Numerator Net income (loss) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992 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 ) Net income (loss) attributable to common unitholders $ ( 197,670 ) $ ( 197,670 ) $ ( 197,948 ) $ ( 197,948 ) $ 53,538 $ 53,538 Denominator Weighted-average units outstanding 173,042,591 173,042,591 172,475,645 172,475,645 172,036,481 172,036,481 Contingent securities/Share-based compensation — — — — — 834,277 Total weighted-average units outstanding 173,042,591 173,042,591 172,475,645 172,475,645 172,036,481 172,870,758 Earnings (loss) per Common Partnership Unit: Net income (loss) attributable to common unitholders $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31 Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the years ended December 31, 2024, 2023 and 2022, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan. Common Partnership Units and Preferred Mirror Units The Operating Partnership issues partnership units to the Parent Company in exchange for the contribution of the net proceeds of any equity security issuance by the Parent Company. The number and terms of such partnership units correspond to the number and terms of the related equity securities issued by the Parent Company. In addition, the Operating Partnership may also issue separate classes of partnership units. Historically, the Operating Partnership has had the following types of partnership units outstanding: (i) Preferred Partnership Units which have been issued to parties other than the Parent Company; (ii) Preferred Mirror Partnership Units which have been issued to the Parent Company; and (iii) Common Partnership Units which include both interests held by the Parent Company and those held by other limited partners. Preferred Mirror Partnership Units In exchange for the proceeds received in corresponding offerings by the Parent Company of preferred shares of beneficial interest, the Operating Partnership has issued to the Parent Company a corresponding amount of Preferred Mirror Partnership Units with terms consistent with that of the preferred securities issued by the Parent Company. No preferred units were outstanding as of December 31, 2024 or December 31, 2023. F-47 Common Partnership Units (Redeemable and General) The Operating Partnership has two classes of Common Partnership Units outstanding as of December 31, 2024: (i) Class A Limited Partnership Interest which are held by both the Parent Company and outside third parties and (ii) General Partnership Interests which are held solely by the Parent Company (collectively, the Class A Limited Partnership Interest, and General Partnership Interests are referred to as “Common Partnership Units”). The holders of the Common Partnership Units are entitled to share in cash distributions from, and in profits and losses of, the Operating Partnership, in proportion to their respective percentage interests, subject to preferential distributions on the preferred mirror units and the preferred units. The Common Partnership Units held by the Parent Company (comprised of both General Partnership Units and Class A Limited Partnership Units) are presented as partner’s equity in the consolidated financial statements. Class A Limited Partnership Interest held by parties other than the Parent Company are redeemable at the option of the holder for a like number of common shares of the Parent Company, or cash, or a combination thereof, at the election of the Parent Company. Because the form of settlement of these redemption rights are not within the control of the Operating Partnership, these Common Partnership Units have been excluded from partner’s equity and are presented as redeemable limited partnership units measured at the potential cash redemption value as of the end of the periods presented based on the closing market price of the Parent Company’s common shares at December 31, 2024, 2023 and 2022, which was $ 5.60 , $ 5.40 and $ 6.15 , respectively. Class A Units of 515,595 as of December 31, 2024, 515,595 as of December 31, 2023, and 516,467 as of December 31, 2022, respectively, were outstanding and owned by outside limited partners of the Operating Partnership. On December 10, 2024, the Operating Partnership declared a distribution of $ 0.15 per common partnership unit, totaling $ 26.3 million, which was paid on January 23, 2025 to unitholders of record as of January 8, 2025. Common Unit Repurchases In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the years ended December 31, 2024 and 2023, the Company did not repurchase any units. 14. SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION 401(k) Plan The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100 % of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The Company funds its 401(k) contributions annually and plan participants must be employed as of December 31 in order to receive employer contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code. The Company contributions were $ 0.9 million, $ 0.7 million, and $ 0.4 million in 2024, 2023, and 2022, respectively. 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 Units is included in general and administrative expense. F-48 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 Non-vested at January 1, 2024 889,166 $ 8.79 Granted 1,519,393 $ 4.15 Vested ( 542,196 ) $ 8.33 Forfeited ( 82,855 ) $ 5.41 Non-vested at December 31, 2024 1,783,508 $ 5.13 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 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 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 or qualifying retirement eligibility. 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 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. F-49 RPSU Grant Date 3/3/2022 2/16/2023 2/26/2024 Total (Amounts below in shares, unless otherwise noted) Non-vested at January 1, 2024 513,038 1,057,173 — 1,570,211 Granted — — 417,268 417,268 Units Vested ( 9,877 ) ( 19,484 ) — ( 29,361 ) Units Cancelled ( 17,919 ) ( 37,802 ) ( 41,300 ) ( 97,021 ) Non-vested at December 31, 2024 485,242 999,887 375,968 1,861,097 Measurement Period Commencement Date 1/1/2022 1/1/2023 1/1/2024 Measurement Period End Date 12/31/2024 12/31/2025 12/31/2026 Awarded 516,852 1,057,173 1,251,803 Fair Value of Units on Grant Date (in thousands) $ 6,872 $ 7,125 $ 5,145 The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three-year performance 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. For the year ended December 31, 2023, amortization for the 2023, 2022 and 2021 RPSU awards was $ 6.9 million, of which $ 0.9 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2022, amortization for the 2022, 2021, and 2020 RPSU awards was $ 6.2 million, of which $ 1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2024 was approximately $ 6.8 million and is expected to be recognized over a weighted average remaining vesting period of 1.4 years. The Company issued 164,461 common shares on February 1, 2024 in settlement of RPSUs that had been awarded on March 5, 2021 (with a three-year measurement period ended December 31, 2023 ). Holders of these RPSUs also received a cash dividend of $ 0.15 per share for these common shares on January 18, 2024. 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 F-50 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 . The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million . E mployees made purchases under the ESPP of $ 0.4 million during the year ended December 31, 2024, $ 0.4 million during the year ended December 31, 2023 and $ 0.6 million during the year ended December 31, 2022. The Company recognized $ 0.1 million of compensation expense related to the ESPP during the year ended December 31, 2024 , $ 0.1 million for the year ended December 31, 2023, and $ 0.02 million for the year ended December 31, 2022. Compensation expense represents the 15 % discount on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time. Deferred Compensation In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to defer compensation voluntarily. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheets. 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 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, 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. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At both December 31, 2024 and 2023, 1.2 million of such shares were included in total shares outstanding, respectively. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company. 15. DISTRIBUTIONS The following table provides the tax characteristics of the 2024, 2023 and 2022 distributions paid: Years ended December 31, 2024 2023 2022 (in thousands, except per share amounts) Common Share Distributions: Ordinary income $ 0.23 $ 0.39 $ 0.47 Capital gain 0.03 0.03 0.29 Non-taxable distributions 0.34 0.30 — Distributions per share $ 0.60 $ 0.72 $ 0.76 Percentage classified as ordinary income 38.60 % 54.40 % 62.10 % Percentage classified as capital gain 4.90 % 4.00 % 37.90 % Percentage classified as non-taxable distribution 56.50 % 41.60 % — % F-51 16. INCOME TAXES AND TAX CREDIT TRANSACTIONS Income Tax Provision/Benefit The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. 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. 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. As of December 31, 2024 and 2023 there were no deferred tax assets included within “Other assets” in the consolidated balance sheets. The Company had no accruals for tax uncertainties as of December 31, 2024 and December 31, 2023. For the years ended December 31, 2024, 2023 and 2022, there was no deferred income tax expense and de minimis current income tax expense. These amounts are included in “Income tax provision” in the consolidated statements of operations. 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table details the components of accumulated other comprehensive income (loss) of the Parent Company and the Operating Partnership as of and for the three years ended December 31, 2024 (in thousands): Parent Company Cash Flow Hedges Balance at January 1, 2022 $ ( 2,020 ) Change in fair market value during year 5,371 Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests ( 18 ) Amortization of interest rate contracts reclassified from comprehensive income to interest expense 564 Balance at December 31, 2022 $ 3,897 Change in fair market value during year ( 4,579 ) Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests 14 Amortization of interest rate contracts reclassified from comprehensive income to interest expense — Balance at December 31, 2023 $ ( 668 ) Change in fair market value during year 3,200 Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests ( 11 ) Amortization of interest rate contracts reclassified from comprehensive income to interest expense — Balance at December 31, 2024 $ 2,521 F-52 Operating Partnership Cash Flow Hedges Balance at January 1, 2022 $ ( 2,366 ) Change in fair market value during year 5,371 Amortization of interest rate contracts reclassified from comprehensive income to interest expense 564 Balance at December 31, 2022 $ 3,569 Change in fair market value during year ( 4,579 ) Amortization of interest rate contracts reclassified from comprehensive income to interest expense — Balance at December 31, 2023 $ ( 1,010 ) Change in fair market value during year 3,200 Amortization of interest rate contracts reclassified from comprehensive income to interest expense — Balance at December 31, 2024 $ 2,190 Over time, the unrealized gains and losses held in Accumulated Other Comprehensive Income (“AOCI”) will be reclassified to interest expense when the related hedged items are recognized in earnings. The current balance held in AOCI is expected to be reclassified to interest expense for realized losses on forecasted debt transactions over the related term of the debt obligation, as applicable. 18. SEGMENT INFORMATION As of December 31, 2024, the Company owns and manages properties within four segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas and (4) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Other segment includes properties located in Washington, D.C., Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware. In addition to the four segments, the corporate group is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions. Land held for development and construction in progress is transferred to operating properties by region upon completion of the associated construction or project. 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): F-53 Real estate investments, at cost: December 31, 2024 December 31, 2023 Philadelphia CBD $ 1,556,696 $ 1,534,893 Pennsylvania Suburbs 869,179 900,230 Austin, Texas 671,150 801,973 Total Core Segments 3,097,025 3,237,096 Other 277,755 305,136 Operating Properties $ 3,374,780 $ 3,542,232 Corporate Right of use asset - operating leases, net $ 18,412 $ 19,031 Construction-in-progress $ 94,628 $ 135,529 Land held for development $ 81,318 $ 82,510 Prepaid leasehold interests in land held for development, net $ 27,762 $ 27,762 . Net operating income: Year Ended December 31, 2024 2023 2022 Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income Total revenue Operating expenses (a) Net operating income Philadelphia CBD $ 225,986 $ ( 81,061 ) $ 144,925 $ 230,933 $ ( 79,579 ) $ 151,354 $ 220,875 $ ( 79,827 ) $ 141,048 Pennsylvania Suburbs 125,011 ( 38,822 ) 86,189 129,300 ( 39,584 ) 89,716 128,940 ( 41,814 ) 87,126 Austin, Texas 87,208 ( 34,033 ) 53,175 95,505 ( 38,453 ) 57,052 96,329 ( 41,141 ) 55,188 Other 42,139 ( 20,698 ) 21,441 39,306 ( 21,134 ) 18,172 36,610 ( 21,165 ) 15,445 Corporate 25,173 ( 12,716 ) 12,457 19,607 ( 11,197 ) 8,410 23,346 ( 10,454 ) 12,892 Operating properties $ 505,517 $ ( 187,330 ) $ 318,187 $ 514,651 $ ( 189,947 ) $ 324,704 $ 506,100 $ ( 194,401 ) $ 311,699 (a) Includes property operating expense, real estate taxes and third party management expense. Unconsolidated real estate ventures: Investment in real estate ventures, at equity Equity in income (loss) of real estate venture As of Year ended December 31, December 31, 2024 December 31, 2023 2024 2023 2022 Philadelphia CBD $ 452,334 $ 450,136 $ ( 155,567 ) $ ( 25,793 ) $ ( 11,764 ) Mid-Atlantic Office JV 10,844 — 7,141 ( 26,448 ) 412 MAP Venture — ( 48,733 ) ( 6,542 ) ( 10,581 ) ( 8,340 ) Austin, Texas 90,495 79,160 ( 4,001 ) — — Other $ 16,782 $ 71,931 $ ( 32,616 ) $ ( 15,093 ) $ ( 2,324 ) 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 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 presented by the Company may not be comparable to NOI reported by other companies that define NOI differently. 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 F-54 appropriate earnings measure. The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands): Year Ended December 31, 2024 2023 2022 Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992 Plus: Interest expense 116,306 95,456 68,764 Interest expense - amortization of deferred financing costs 5,000 4,369 3,091 Depreciation and amortization 178,168 188,797 177,984 General and administrative expenses 42,781 34,862 35,006 Equity in loss of unconsolidated real estate ventures 191,585 77,915 22,016 Provision for impairment 44,655 131,573 4,663 Gain (loss) on early extinguishment of debt ( 941 ) ( 138 ) 435 Less: Interest and investment income 3,847 1,671 1,905 Income tax provision ( 14 ) ( 72 ) ( 55 ) Net gain on disposition of real estate 2,297 7,736 17,677 Net gain on sale of undepreciated real estate — 1,211 8,007 Net gain on real estate venture transactions 56,750 181 26,718 Consolidated net operating income $ 318,187 $ 324,704 $ 311,699 19. COMMITMENTS AND CONTINGENCIES 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. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire. Debt Guarantees As of December 31, 2024, the Company's unconsolidated real estate ventures had aggregate indebtedness of $ 757.0 million. 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, 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. F-55 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 The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. 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. 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. The reduction of the restoration costs and additional insurance proceeds are included in other income on the consolidated statement of operations. Other Commitments or Contingencies 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. 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. 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. This property is consolidated, as the borrower is a variable interest entity and the Company, through its ownership of the second and third mortgages, is the primary beneficiary. On October 21, 2020, the Company also acquired the $ 79.8 million first mortgage on the property from the third-party mortgage lender pursuant to an agreement with certain of the former owners. Under the agreement, the Company has agreed to not take title to Two Logan until the earlier of June 2026 or the occurrence of certain events related to the ownership interests of certain former owners. If the Company were to sell the restricted property before the expiration of the restricted period in a non-exempt transaction, the Company may be required to make significant payments to certain of the former owners of Two Logan Square on account of tax liabilities attributed to them. Additionally, the Company will be required to pay these certain former owners an amount estimated at approximately $ 0.6 million to redeem their residual interest in the fee owner of this property. The $ 0.6 million payment is included within “Other liabilities” on the consolidated balance sheets. F-56 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. The Company believes that such expenditures enhance its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties. F-57 Brandywine Realty Trust and Brandywine Operating Partnership, L.P. Schedule II Valuation and Qualifying Accounts (in thousands) Description Balance at Beginning of Year Additions Deductions (1) Balance at End of Year Allowance for doubtful accounts: December 31, 2024 $ 2,672 $ — $ 1,763 $ 909 December 31, 2023 $ 3,947 $ — $ 1,275 $ 2,672 December 31, 2022 $ 4,133 $ — $ 186 $ 3,947 (1) Deductions represent amounts that the Company had fully reserved for in prior years and were subsequently deemed uncollectible. Deductions also represent reversals of the accrued rent receivable allowance as a result of the Company's ongoing assessment of its general accrued rent receivable reserve. F-58 BRANDYWINE REALTY TRUST AND BRANDYWINE OPERATING PARTNERSHIP, L.P. Schedule III Real Estate and Accumulated Depreciation — December 31, 2024 (in thousands) 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, 2024 (b) Year of Construction Year Acquired Depreciable Life PENNSYLVANIA SUBURBS Six Tower Bridge (181 Washington Street) Conshohocken PA $ — $ 6,927 $ 14,722 $ 1,329 $ 6,236 $ 16,742 $ 22,978 $ 5,718 1999 2013 (c) 426 Lancaster Avenue Devon PA — 1,689 6,756 9,405 1,686 16,164 17,850 4,954 1990 1998 (c) 640 Freedom Business Center (d) King Of Prussia PA — 1,015 20,098 5,404 278 26,239 26,517 18,254 1991 1998 (c) 620 Freedom Business Center (d) King Of Prussia PA — 666 13,118 2,804 181 16,407 16,588 11,175 1986 1998 (c) 1000 First Avenue King Of Prussia PA — — 13,708 3,093 — 16,801 16,801 13,161 1980 1998 (c) 1060 First Avenue King Of Prussia PA — — 13,665 3,851 — 17,516 17,516 14,273 1987 1998 (c) 630 Freedom Business Center Drive (d) King Of Prussia PA — 666 13,251 3,256 183 16,990 17,173 12,119 1989 1998 (c) 1020 First Avenue King Of Prussia PA — — 10,744 4,038 — 14,782 14,782 11,908 1984 1998 (c) 1040 First Avenue King Of Prussia PA — — 14,142 4,870 — 19,012 19,012 15,592 1985 1998 (c) 610 Freedom Business Center Drive King Of Prussia PA — 485 9,602 1,688 133 11,642 11,775 8,553 1985 1998 (c) 650 Park Avenue King Of Prussia PA — 1,916 4,378 ( 4,378 ) 1,916 — 1,916 — 1968 1998 (c) 600 Park Avenue King Of Prussia PA — 1,012 4,048 — 1,012 4,048 5,060 2,800 1964 1998 (c) 933 First Avenue King Of Prussia PA 15,960 3,127 20,794 ( 1,125 ) 3,127 19,669 22,796 6,561 2017 N/A (c) 500 North Gulph Road King Of Prussia PA 16,121 1,303 5,201 22,039 1,303 27,240 28,543 6,941 1979 1996 (c) 401 Plymouth Road Plymouth Meeting PA — 6,199 16,131 16,500 6,198 32,632 38,830 17,624 2001 2000 (c) 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 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) 150 Radnor Chester Road Radnor PA — 11,925 36,986 21,369 11,897 58,383 70,280 32,006 1983 2004 (c) One Radnor Corporate Center Radnor PA — 7,323 28,613 3,694 7,323 32,307 39,630 20,198 1998 2004 (c) 201 King of Prussia Road Radnor PA — 8,956 29,811 8,481 8,949 38,331 47,280 26,302 2001 2004 (c) 555 Lancaster Avenue Radnor PA — 8,014 16,508 13,005 8,609 28,918 37,527 12,138 1973 2004 (c) Four Radnor Corporate Center Radnor PA — 5,406 21,390 8,096 5,705 29,187 34,892 17,614 1995 2004 (c) Five Radnor Corporate Center Radnor PA — 6,506 25,525 9,361 6,578 34,814 41,392 18,632 1998 2004 (c) Three Radnor Corporate Center Radnor PA — 4,773 17,961 2,621 4,791 20,564 25,355 13,449 1998 2004 (c) Two Radnor Corporate Center Radnor PA — 3,937 15,484 5,469 3,942 20,948 24,890 10,943 1998 2004 (c) 130 Radnor Chester Road Radnor PA — 2,573 8,338 141 2,567 8,485 11,052 4,562 1983 2004 (c) 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. Conshohocken PA — 6,251 25,209 2,803 6,251 28,012 34,263 13,188 1999 2005 (c) 1 West Elm Street W. Conshohocken PA — 3,557 14,249 9,139 3,557 23,388 26,945 9,538 1999 2005 (c) F-59 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, 2024 (b) Year of Construction Year Acquired Depreciable Life PHILADELPHIA CBD Cira Centre (2929 Arch Street) Philadelphia PA — — 208,570 41,639 12,586 237,623 250,209 91,875 2005 N/A (c) Three Logan Square (1717 Arch Street) Philadelphia PA — — 98,188 79,064 25,195 152,057 177,252 66,346 1990 2010 (c) 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) (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) 2100 Market Street Philadelphia PA — 18,827 — 6,312 18,854 6,285 25,139 3,147 N/A 2015 (c) 1505-11 Race Street Philadelphia PA — 3,662 6,061 8 3,670 6,061 9,731 631 1922 2020 (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) Austin 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) 11501 Burnet Road - Building 2 Austin TX — 2,732 16,305 733 2,732 17,038 19,770 11,085 1991 2015 (c) 11501 Burnet Road - Building 3 Austin TX — 3,688 22,348 7,118 3,688 29,466 33,154 18,002 1991 2015 (c) 11501 Burnet Road - Building 4 Austin TX — 2,614 15,740 3 2,614 15,743 18,357 10,055 1991 2015 (c) 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) 11501 Burnet Road - Parking Garage Austin TX — — 19,826 1,588 — 21,414 21,414 13,989 1991 2015 (c) 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) 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) Four Points Centre (11305 Four Points Drive) Austin TX — 7,800 43,581 4,160 7,800 47,741 55,541 9,392 2008 2018 (c) River Place - Building 1 (6500 River Place Boulevard) Austin TX — 2,004 17,680 475 2,004 18,155 20,159 2,915 2000 2018 (c) River Place - Building 2 (6500 River Place Boulevard) Austin TX — 3,137 29,254 1,523 3,137 30,777 33,914 5,084 2000 2018 (c) River Place - Building 3 (6500 River Place Boulevard) Austin TX — 3,064 26,705 1,204 3,064 27,909 30,973 4,610 2000 2018 (c) River Place - Building 4 (6500 River Place Boulevard Austin TX — 2,273 18,617 1,119 2,273 19,736 22,009 3,355 2000 2018 (c) River Place - Building 5 (6500 River Place Boulevard) Austin TX — 1,752 14,315 720 1,752 15,035 16,787 2,774 2001 2018 (c) 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) F-60 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, 2024 (b) Year of Construction Year Acquired Depreciable Life OTHER 6600 Rockledge Drive Bethesda MD — — 37,421 ( 9,985 ) — 27,436 27,436 10,245 1981 2006 (c) 1676 International Drive Mclean VA — 18,437 97,538 ( 28,447 ) 10,239 77,289 87,528 25,796 1999 2006 (c) 8260 Greensboro Drive Mclean VA — 7,952 33,964 11,210 8,102 45,024 53,126 17,525 1980 2006 (c) 2340 Dulles Corner Boulevard Herndon VA — 16,345 65,379 ( 21,418 ) 9,747 50,559 60,306 4,018 1988 2006 (c) Main Street - Plaza 1000 Voorhees NJ — 2,732 10,942 324 2,732 11,266 13,998 11,104 1988 1997 (c) Main Street - Piazza Voorhees NJ — 696 2,802 2,692 704 5,486 6,190 4,257 1990 1997 (c) Main Street - Promenade Voorhees NJ — 532 2,052 188 532 2,240 2,772 1,597 1988 1997 (c) 920 North King Street Wilmington DE — 6,141 21,140 ( 23,053 ) 331 3,897 4,228 1,240 1989 2004 (c) 300 Delaware Avenue Wilmington DE — 6,369 13,739 2,044 6,365 15,787 22,152 11,479 1989 2004 (c) Total: $ 277,734 $ 316,862 $ 2,360,780 $ 697,019 $ 350,773 $ 3,012,919 $ 3,374,780 $ 1,171,803 F-61 (a) Reconciliation of Real Estate: The following table reconciles the real estate investments from January 1, 2022 to December 31, 2024 (in thousands): 2024 2023 2022 Balance at beginning of year $ 3,542,232 $ 3,617,240 $ 3,472,602 Additions: Acquisitions — — Capital expenditures and assets placed into service 149,172 210,226 212,874 Less: Dispositions/impairments/placed into redevelopment ( 282,315 ) ( 251,190 ) ( 32,951 ) Retirements ( 34,309 ) ( 34,044 ) ( 35,285 ) Balance at end of year $ 3,374,780 $ 3,542,232 $ 3,617,240 Per consolidated balance sheet $ 3,374,780 $ 3,542,232 $ 3,617,240 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): 2024 2023 2022 Balance at beginning of year $ 1,131,792 $ 1,063,060 $ 957,450 Additions: Depreciation expense 153,784 158,194 147,735 Less: Dispositions/impairments/placed into redevelopment ( 80,315 ) ( 55,969 ) ( 7,341 ) Retirements ( 33,458 ) ( 33,493 ) ( 34,784 ) Balance at end of year $ 1,171,803 $ 1,131,792 $ 1,063,060 Per consolidated balance sheet $ 1,171,803 $ 1,131,792 $ 1,063,060 (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. (g) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases. Development has not yet commenced on the parcel. Building and improvements represent costs related to parking operations. F-62