14 unchanged sentences
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.
−Removed: 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.
+Added: Based on this
+Added: 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.
Management’s Report on Internal Control Over Financial Reporting
11 unchanged sentences
Insider trading policies and procedures
−Removed: 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”).
+Added: 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, 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.
3 unchanged sentences
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2026 Annual Meeting of Shareholders.
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its 2026 Annual Meeting of Shareholders.
79 unchanged sentences
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)
+Added: Form of 8.875% Guaranteed Note due 2029 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated June 27, 2025 and incorporated herein by reference)
+Added: Form of 6.125% Guaranteed Notes due 2031 (previously filed as an exhibit to Brandywine Realty Trust’s Form 8-K dated October 3, 2025 and incorporated herein by reference)
Description of Brandywine Realty Trust's Securities (previously filed as an exhibit to Brandywine Realty Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference)
14 unchanged sentences
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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
10.11 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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
+Added: 10.12 Schedule of Non-Employee Trustee Compensation (as revised, effective May 21, 2025)**(filed herewith)
+Added: 10.13 Schedule of Non-Employee Trustee Compensation (as revised, effective May 28, 2026)**(filed herewith)
10.14 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)
2 unchanged sentences
10.17 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)
−Removed: 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)
+Added: 10.18 Form of 2024 Restricted Stock Unit Award Agreement (with outperformance feature)** (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)
+Added: 10.19 Form of 2025 Performance-Based Restricted Stock Unit Award Agreement** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q filed on April 30, 2025 and incorporated herein by reference)
+Added: 10.20 Form of 2025 Restricted Stock Unit Award Agreement (with outperformance feature)** (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q filed on April 30, 2025 and incorporated herein by reference)
+Added: 10.21 Brandywine Realty Trust 2023 Long-Term Incentive Plan, as amended** (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2025)
+Added: 10.22 Amendment to the Second Amended and Restated Credit Agreement dated September 26, 2025 (previously filed as an exhibit to Brandywine Realty Trust’s Form 10-Q filed on November 7, 2025 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)
−Removed: 19.1 Brandywine Realty Trust Insider Trading Policy (filed herewith)
+Added: 19.1 Brandywine Realty Trust Insider Trading Policy ( previously filed as an exhibit to Brandywine Realty Trust's Form 10-K for the year ended December 31, 2024 and incorporated herein by reference )
21 List of subsidiaries (filed herewith)
99 unchanged sentences
(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;
−Removed: and (iii) provide reasonable
−Removed: 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.
+Added: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
3 unchanged sentences
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.
−Removed: Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures
−Removed: 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.
−Removed: 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.
−Removed: Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.
−Removed: 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.
−Removed: The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
−Removed: 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.
−Removed: Real estate investment fair values are estimated based on agreements with third parties, discounted cash flows, or comparable sales.
−Removed: 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.
−Removed: 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.
−Removed: If indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Impairment Assessments of Certain Real Estate Investments
+Added: As described in Notes 2 and 3 to the consolidated financial statements, as of December 31, 2025, the Company’s gross carrying value of real estate investments - operating properties was $3,753.8 million.
+Added: For the year ended December 31, 2025, the Company recorded impairment losses of $63.4 million related to real estate investments, of which $34.1 million related to certain real estate investments held for use as of December 31, 2025 (“certain real estate investments”).
+Added: Management reviews 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.
+Added: Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over a holding period.
+Added: If the recoverability analysis indicates that the carrying value of a real estate investment is not recoverable, the real estate investment is written down to its estimated fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its estimated fair value.
+Added: The estimated fair value for certain real estate investments was determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate and the residual capitalization rate.
+Added: The principal considerations for our determination that performing procedures relating to the impairment assessments of certain real estate investments is a critical audit matter are (i) the significant judgment by management when developing the estimated fair value of certain real estate
+Added: investments and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate and the residual capitalization rate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: 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
−Removed: Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: These procedures included testing the effectiveness of controls relating to the impairment assessments of certain real estate investments, including controls over the development of the estimated fair value of certain real estate investments.
+Added: These procedures also included, among others, (i) testing management’s process for developing the estimated fair value of certain real estate investments;
+Added: (ii) evaluating the appropriateness of the discounted cash flow model used by management;
+Added: (iii) testing the completeness and accuracy of certain data used in the discounted cash flow model;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate and the residual capitalization rate.
+Added: Evaluating the reasonableness of the significant assumptions used by management involved considering external market and industry data and evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
21 unchanged sentences
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.
−Removed: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: 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.
3 unchanged sentences
(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;
−Removed: and (iii) provide reasonable
−Removed: 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.
+Added: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
3 unchanged sentences
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.
−Removed: Impairment Assessments of Real Estate Investments and Investments in Unconsolidated Real Estate Ventures
−Removed: 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.
−Removed: 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.
−Removed: Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets.
−Removed: 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.
−Removed: The estimates consider assumptions, including but not limited to, market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
−Removed: 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.
−Removed: Real estate investment fair values are estimated based on agreements with third parties, discounted cash flows, or comparable sales.
−Removed: 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.
−Removed: 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.
−Removed: If indicators of impairment are present, management calculates the fair value of the investment in the unconsolidated real estate venture.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Impairment Assessments of Certain Real Estate Investments
+Added: As described in Notes 2 and 3 to the consolidated financial statements, as of December 31, 2025, the Partnership’s gross carrying value of real estate investments - operating properties was $3,753.8 million.
+Added: For the year ended December 31, 2025, the Partnership recorded impairment losses of $63.4 million related to real estate investments, of which $34.1 million related to certain real estate investments held for use as of December 31, 2025 (“certain real estate investments”).
+Added: Management reviews 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.
+Added: Management analyzes recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over a holding period.
+Added: If the recoverability analysis indicates that the carrying value of a real estate investment is not recoverable, the real estate investment is written down to its estimated fair value and an impairment is recognized in the amount of the excess of the carrying amount of the asset over its estimated fair value.
+Added: The estimated fair value for certain real estate investments was determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate and the residual capitalization rate.
+Added: The principal considerations for our determination that performing procedures relating to the impairment assessments of certain real estate investments is a critical audit matter are (i) the significant judgment by management when developing the estimated fair value of certain real estate investments and (ii) a high degree of auditor judgment, subjectivity, and effort in performing
+Added: procedures and evaluating management’s significant assumptions related to the discount rate and the residual capitalization rate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: 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
−Removed: Partnership’s investments in unconsolidated real estate ventures may be other than temporarily impaired.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: These procedures included testing the effectiveness of controls relating to the impairment assessments of certain real estate investments, including controls over the development of the estimated fair value of certain real estate investments.
+Added: These procedures also included, among others, (i) testing management’s process for developing the estimated fair value of certain real estate investments;
+Added: (ii) evaluating the appropriateness of the discounted cash flow model used by management;
+Added: (iii) testing the completeness and accuracy of certain data used in the discounted cash flow model;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate and the residual capitalization rate.
+Added: Evaluating the reasonableness of the significant assumptions used by management involved considering external market and industry data and evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
4 unchanged sentences
Average annual rent
−Removed: 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.
+Added: Represents total initial contractual rental rate under the applicable leases (as impacted by free rent) 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
−Removed: Includes all wholly-owned operating properties, and excludes properties sold, held for sale, and development/redevelopment.
+Added: Includes all wholly-owned operating properties.
+Added: Does not include Properties under development/redevelopment, recently completed not-stabilized Properties, and properties held for sale.
Funds From Operations (“FFO”)
5 unchanged sentences
FFO per share is calculated by dividing FFO by fully diluted shares available to common shareholders and limited partnership unitholders.
−Removed: See Management’s
−Removed: Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this
−Removed: Report for a reconciliation of net income attributable to common shares and common
−Removed: unitholders to FFO.
+Added: See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this Form 10-K for a reconciliation of net loss attributable to common shares and common unitholders to FFO.
Net Operating Income (NOI)
−Removed: 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.
+Added: Is a non-GAAP financial measure, which the Company defines as total 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.
1 unchanged sentence
NOI is a non-GAAP financial measure that we report because we believe it is useful to our investors.
−Removed: See Note 18, “Segment Information,” to our Consolidated Financial Statements for a reconciliation of NOI to our consolidated net income as defined by GAAP.
+Added: See Note 18 “Segment Information,” to our consolidated financial statements in this Form 10-K for additional information on NOI, including a reconciliation of NOI to our consolidated net loss as defined by GAAP.
Includes base rent plus reimbursement for operating expenses and real estate taxes.
10 unchanged sentences
Accumulated depreciation ( 1,259,090 ) ( 1,171,803 )
+Added: Prepaid ground leases, net
Right of use asset - operating leases, net 17,806 18,412
61 unchanged sentences
Total operating expenses 467,045 452,934 545,179
−Removed: Gain on sale of real estate
+Added: Gain (loss) on sale of real estate
Net gain on disposition of real estate 9,396 2,297 7,736
−Removed: Net gain on sale of undepreciated real estate — 1,211 8,007
+Added: Net gain (loss) on sale of undepreciated real estate ( 146 ) — 1,211
Total gain on sale of real estate 9,250 2,297 8,947
7 unchanged sentences
Gain (loss) on early extinguishment of debt ( 12,244 ) 941 138
−Removed: Net income (loss) before income taxes ( 196,473 ) ( 197,331 ) 54,047
+Added: Net loss before income taxes ( 178,755 ) ( 196,473 ) ( 197,331 )
Income tax provision ( 112 ) ( 14 ) ( 72 )
−Removed: Net income (loss) ( 196,487 ) ( 197,403 ) 53,992
−Removed: Net (income) loss attributable to noncontrolling interests 580 614 ( 168 )
−Removed: Net income (loss) attributable to Brandywine Realty Trust ( 195,907 ) ( 196,789 ) 53,824
+Added: Net loss ( 178,867 ) ( 196,487 ) ( 197,403 )
+Added: Net loss attributable to noncontrolling interests 620 580 614
+Added: Net loss attributable to Brandywine Realty Trust ( 178,247 ) ( 195,907 ) ( 196,789 )
Nonforfeitable dividends allocated to unvested restricted shareholders ( 1,231 ) ( 1,178 ) ( 567 )
−Removed: Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust $ ( 197,085 ) $ ( 197,356 ) $ 53,368
−Removed: Basic income (loss) per Common Share $ ( 1.14 ) $ ( 1.15 ) $ 0.31
−Removed: Diluted income (loss) per Common Share $ ( 1.14 ) $ ( 1.15 ) $ 0.31
+Added: Net loss attributable to Common Shareholders of Brandywine Realty Trust $ ( 179,478 ) $ ( 197,085 ) $ ( 197,356 )
+Added: Basic loss per Common Share $ ( 1.03 ) $ ( 1.14 ) $ ( 1.15 )
+Added: Diluted loss per Common Share $ ( 1.03 ) $ ( 1.14 ) $ ( 1.15 )
Basic weighted average shares outstanding 173,464,402 172,526,996 171,959,210
6 unchanged sentences
2025 2024 2023
−Removed: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 196,487 ) $ ( 197,403 )
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments ( 3,971 ) 3,200 ( 4,579 )
−Removed: Amortization of interest rate contracts (1) — — 564
Total comprehensive income (loss) ( 3,971 ) 3,200 ( 4,579 )
−Removed: Comprehensive income (loss) ( 193,287 ) ( 201,982 ) 59,927
−Removed: Comprehensive (income) loss attributable to noncontrolling interest 569 628 ( 186 )
−Removed: Comprehensive income (loss) attributable to Brandywine Realty Trust $ ( 192,718 ) $ ( 201,354 ) $ 59,741
−Removed: (1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statements of Operations.
+Added: Comprehensive loss ( 182,838 ) ( 193,287 ) ( 201,982 )
+Added: Comprehensive loss attributable to noncontrolling interest 633 569 628
+Added: Comprehensive loss attributable to Brandywine Realty Trust $ ( 182,205 ) $ ( 192,718 ) $ ( 201,354 )
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
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
−Removed: Net income 53,824 168 53,992
−Removed: Other comprehensive income 5,917 18 5,935
−Removed: Redemption of LP Units ( 4,006 ) ( 4,006 )
+Added: Net loss ( 196,789 ) ( 614 ) ( 197,403 )
+Added: Other comprehensive loss ( 4,565 ) ( 14 ) ( 4,579 )
Share-based compensation activity 545,544 76,505 3 10,877 10,880
5 unchanged sentences
Net loss ( 195,907 ) ( 580 ) ( 196,487 )
−Removed: Other comprehensive loss ( 4,565 ) ( 14 ) ( 4,579 )
+Added: Other comprehensive gain 3,189 11 3,200
Share-based compensation activity 601,706 114,537 5 18,887 18,892
4 unchanged sentences
BALANCE, December 31, 2024
+Added: 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
Net loss ( 178,247 ) ( 620 ) ( 178,867 )
Other comprehensive loss ( 3,958 ) ( 13 ) ( 3,971 )
+Added: Purchase of partnership interest in consolidated real estate venture 125 125
Share-based compensation activity 1,166,628 578,753 9 17,592 2,393 ( 2,393 ) 17,601
3 unchanged sentences
( 80,916 ) ( 236 ) ( 81,152 )
+Added: Distributions to Noncontrolling interest holders ( 8 ) ( 8 )
BALANCE, December 31, 2025 173,699,039 1,583,000 $ 1,733 $ 3,199,838 $ 23,069 $ ( 23,069 ) $ 605,252 $ ( 1,437 ) $ ( 3,012,654 ) $ 5,122 $ 797,854
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 196,487 ) $ ( 197,403 )
Adjustments to reconcile net income to net cash from operating activities:
7 unchanged sentences
Net gain on real estate venture transactions — ( 56,750 ) ( 181 )
−Removed: Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 )
+Added: Total gain on disposition of real estate ( 9,250 ) ( 2,297 ) ( 8,947 )
Gain (loss) on early extinguishment of debt 12,244 ( 941 ) ( 138 )
11 unchanged sentences
Acquisition of properties — — ( 7,747 )
+Added: Acquisition of partners interest in consolidated real estate venture, net of cash acquired ( 105,819 ) — —
Proceeds from the sale of properties 74,321 155,867 76,804
15 unchanged sentences
Proceeds from unsecured term loan — — 70,000
+Added: Repayments of unsecured term loan ( 70,000 ) — —
Proceeds from secured term loan 57,324 — 245,000
+Added: Repayment of secured term loan ( 255,428 ) — —
Proceeds from construction loan 10,883 18,911 13,824
+Added: Repayments of construction loan ( 43,617 ) — —
Debt financing costs paid ( 7,623 ) ( 6,334 ) ( 4,371 )
22 unchanged sentences
Dividends and distributions declared but not paid 14,108 26,256 26,017
−Removed: Extinguishment of debt costs accrued in financing activities — — 393
+Added: Change in acquired lease intangibles from consolidation of operating properties 6,339 — —
+Added: Change in other assets from consolidation of operating properties ( 1,103 ) — —
+Added: Change in intangible assets from consolidation of operating properties ( 19,835 ) — —
+Added: Change in deferred costs from consolidation of operating properties ( 4,876 ) — —
+Added: Change in right of use asset from consolidation of operating properties ( 44,362 ) — —
+Added: Change in operating real estate from consolidation of operating properties ( 490,162 ) — —
+Added: Change in secured debt as a result of consolidation of operating properties 178,014 — —
+Added: Investment in unconsolidated joint ventures eliminated upon consolidation 266,486 — —
Change in investment in real estate ventures as a result of deconsolidation — — 8,595
Change in operating real estate from deconsolidation of operating properties — — ( 7,814 )
−Removed: Change in other assets as a result of deconsolidation of operating properties — — ( 15,048 )
Change in notes receivable from sale of properties — 19,919 —
9 unchanged sentences
Accumulated depreciation ( 1,259,090 ) ( 1,171,803 )
+Added: Prepaid ground leases, net
Right of use asset - operating leases, net 17,806 18,412
55 unchanged sentences
Total operating expenses 467,045 452,934 545,179
−Removed: Gain on sale of real estate
+Added: Gain (loss) on sale of real estate
Net gain on disposition of real estate 9,396 2,297 7,736
−Removed: Net gain on sale of undepreciated real estate — 1,211 8,007
+Added: Net gain (loss) on sale of undepreciated real estate ( 146 ) — 1,211
Total gain on sale of real estate 9,250 2,297 8,947
7 unchanged sentences
Gain (loss) on early extinguishment of debt ( 12,244 ) 941 138
−Removed: Net income (loss) before income taxes ( 196,473 ) ( 197,331 ) 54,047
+Added: Net loss before income taxes ( 178,755 ) ( 196,473 ) ( 197,331 )
Income tax provision ( 112 ) ( 14 ) ( 72 )
−Removed: Net income (loss) ( 196,487 ) ( 197,403 ) 53,992
+Added: Net loss ( 178,867 ) ( 196,487 ) ( 197,403 )
Net (income) loss attributable to noncontrolling interests - consolidated real estate ventures 83 ( 5 ) 22
−Removed: Net income (loss) attributable to Brandywine Operating Partnership ( 196,492 ) ( 197,381 ) 53,994
+Added: Net loss attributable to Brandywine Operating Partnership ( 178,784 ) ( 196,492 ) ( 197,381 )
Nonforfeitable dividends allocated to unvested restricted unitholders ( 1,231 ) ( 1,178 ) ( 567 )
−Removed: Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
+Added: Net loss attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.
$ ( 180,015 ) $ ( 197,670 ) $ ( 197,948 )
9 unchanged sentences
2025 2024 2023
−Removed: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 196,487 ) $ ( 197,403 )
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments ( 3,971 ) 3,200 ( 4,579 )
−Removed: Amortization of interest rate contracts (1) — — 564
Total comprehensive income (loss) ( 3,971 ) 3,200 ( 4,579 )
−Removed: Comprehensive income (loss) ( 193,287 ) ( 201,982 ) 59,927
+Added: Comprehensive loss ( 182,838 ) ( 193,287 ) ( 201,982 )
Comprehensive (income) loss attributable to noncontrolling interest - consolidated real estate ventures 83 ( 5 ) 22
−Removed: Comprehensive income (loss) attributable to Brandywine Operating Partnership $ ( 193,292 ) $ ( 201,960 ) $ 59,929
−Removed: (1) Amounts reclassified from comprehensive income to interest expense within the Consolidated Statement of Operations.
+Added: Comprehensive loss attributable to Brandywine Operating Partnership $ ( 182,755 ) $ ( 193,292 ) $ ( 201,960 )
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
BALANCE, December 31, 2022 171,569,807 $ 1,623,738 $ 3,569 $ 2,832 $ 1,630,139
−Removed: Net income 53,994 ( 2 ) 53,992
−Removed: Other comprehensive income 5,935 5,935
+Added: ( 197,381 ) ( 22 ) ( 197,403 )
+Added: Other comprehensive loss ( 4,579 ) ( 4,579 )
Deferred compensation obligation ( 17,690 ) ( 108 ) ( 108 )
−Removed: Repurchase and retirement of LP units ( 4,006 ) ( 4,006 )
Share-based compensation activity 545,544 10,880 10,880
3 unchanged sentences
BALANCE, December 31, 2023 172,097,661 $ 1,319,572 $ ( 1,010 ) $ 2,810 $ 1,321,372
−Removed: ( 197,381 ) ( 22 ) ( 197,403 )
−Removed: Other comprehensive loss ( 4,579 ) ( 4,579 )
+Added: Net loss ( 196,492 ) 5 ( 196,487 )
+Added: Other comprehensive income 3,200 3,200
Deferred compensation obligation ( 33,372 ) ( 159 ) ( 159 )
8 unchanged sentences
Share-based compensation activity 1,166,628 17,600 17,600
+Added: Purchase of partnership interest in consolidated real estate venture 125 125
Adjustment of redeemable partnership units to liquidation value at period end 1,134 1,134
1 unchanged sentence
( 80,916 ) ( 80,916 )
+Added: Distributions to Noncontrolling interest holders ( 8 ) ( 8 )
BALANCE, December 31, 2025 173,699,039 $ 795,402 $ ( 1,781 ) $ 2,732 $ 796,353
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 196,487 ) $ ( 197,403 )
Adjustments to reconcile net income to net cash from operating activities:
7 unchanged sentences
Net gain on real estate venture transactions — ( 56,750 ) ( 181 )
−Removed: Total gain on diposition of real estate ( 2,297 ) ( 8,947 ) ( 25,684 )
+Added: Total gain on disposition of real estate ( 9,250 ) ( 2,297 ) ( 8,947 )
Gain (loss) on early extinguishment of debt 12,244 ( 941 ) ( 138 )
11 unchanged sentences
Acquisition of properties — — ( 7,747 )
+Added: Acquisition of partners interest in consolidated real estate venture, net of cash acquired ( 105,819 ) — —
Proceeds from the sale of properties 74,321 155,867 76,804
15 unchanged sentences
Proceeds from unsecured term loan — — 70,000
+Added: Repayments of unsecured term loan ( 70,000 ) — —
Proceeds from secured term loan 57,324 — 245,000
+Added: Repayment of secured term loan ( 255,428 ) — —
Proceeds from construction loan 10,883 18,911 13,824
+Added: Repayments of construction loan ( 43,617 ) — —
Debt financing costs paid ( 7,623 ) ( 6,334 ) ( 4,371 )
21 unchanged sentences
Dividends and distributions declared but not paid 14,108 26,256 26,017
−Removed: Extinguishment of debt costs accrued in financing activities — — 393
+Added: Change in acquired lease intangibles from consolidation of operating properties 6,339 — —
+Added: Change in other assets from consolidation of operating properties ( 1,103 ) — —
+Added: Change in intangible assets from consolidation of operating properties ( 19,835 ) — —
+Added: Change in deferred costs from consolidation of operating properties ( 4,876 ) — —
+Added: Change in right of use asset from consolidation of operating properties ( 44,362 ) — —
+Added: Change in operating real estate from consolidation of operating properties ( 490,162 ) — —
+Added: Change in secured debt as a result of consolidation of operating properties 178,014 — —
+Added: Investment in unconsolidated joint ventures eliminated upon consolidation 266,486 — —
Change in investment in real estate ventures as a result of deconsolidation — — 8,595
Change in operating real estate from deconsolidation of operating properties — — ( 7,814 )
−Removed: Change in other assets as a result of deconsolidation of operating properties — — ( 15,048 )
Change in notes receivable from sale of properties — 19,919 —
10 unchanged sentences
As of December 31, 2025, the Company owned and consolidated 65 properties that contained an aggregate of approximately 12.4 million net rentable square feet (collectively, the “Properties”).
−Removed: 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.
+Added: The Company’s core portfolio of operating properties (the “Core Properties”) exclude properties under development or redevelopment, recently completed - not stabilized properties and properties held for sale.
The Properties were comprised of the following as of December 31, 2025:
3 unchanged sentences
Core Properties 60 11,289,339
+Added: Redevelopment properties 3 721,035
Recently completed - not stabilized property (a) 2 377,294
1 unchanged sentence
(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.
−Removed: At such time as the Property reaches at least 90 % occupancy, the Company reclassifies the Property as a “Core Property.”
+Added: When the Property reaches at least 90 % occupancy, the Property is considered stabilized and, at that time, the Company reclassifies the Property as a “Core Property.”
In addition to the Properties, as of December 31, 2025, the Company owned 106.5 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.
−Removed: 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.
−Removed: 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).
+Added: As of December 31, 2025, 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 11.6 million net rentable square feet.
+Added: As of December 31, 2025, the Company also owned economic interests in seven 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;
4 unchanged sentences
All references to building square footage, rentable square feet, acres, occupancy percentage, the number of buildings, and tax basis are unaudited.
−Removed: The Company conducts its third-party real estate management services business primarily through ten management companies (collectively, the “Management Companies”):
+Added: The Company conducts its third-party real estate management services business primarily through nine management companies (collectively, the “Management Companies”):
Brandywine Realty Services Corporation (“BRSCO”), BDN Management Inc.
1 unchanged sentence
(“BPI”), BDN Brokerage, LLC (“BBL”), Brandywine Properties Management, L.P.
−Removed: (“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”).
−Removed: Each of BRSCO, BMI, BPI, 3025TRS, and OCS is a taxable REIT subsidiary.
+Added: (“BPM”), Brandywine Brokerage Services, LLC (“BBS”), BDN GC Services LLC (“BGCS”), Brandywine Cira Brokerage, LLC (“BCB”), and OCS/TRS Services (“OCS”).
+Added: Each of BRSCO, BMI, BPI, 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, 2025, the Operating Partnership owned, directly and indirectly, 100 % of each of BRSCO, BMI, BPI, BBL, BPM, BBS, and BGCS.
−Removed: 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.
+Added: As of December 31, 2025, the Management Company subsidiaries were managing properties containing an aggregate of approximately 20.0 million net rentable square feet, of which approximately
+Added: 12.7 million net rentable square feet related to Properties owned by the Company and approximately 7.3 million net rentable square feet related to properties owned by the unconsolidated real estate ventures.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
18 unchanged sentences
Actual results could differ from these and other estimates.
+Added: Reclassification of Prior Year Presentation
+Added: Certain prior year amounts have been reclassified for consistency with the current year presentation.
+Added: These reclassifications had no effect on the reported results of operations.
+Added: An adjustment has been made to the Consolidated Balance Sheet to reclassify the Prepaid Ground Lease, net, for fiscal year ended December 31, 2024.
Operating Properties
38 unchanged sentences
Construction-in-progress also includes costs related to ongoing tenant improvement projects.
−Removed: In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s
−Removed: 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.
+Added: In addition, interest, real estate taxes, and other expenses that are directly associated with the Company’s 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.
17 unchanged sentences
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.
+Added: The Company may also utilize a market valuation approach, comparing the subject property to recent comparable market transactions in a similar location.
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.
1 unchanged sentence
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.
−Removed: The estimates consider assumptions, including but not limited to market rental rates, capitalization rates, and recent sales data for comparable real estate investments.
+Added: The estimates consider assumptions, including but not limited to market rental rates,
+Added: capitalization rates, and recent sales data for comparable real estate investments.
Future cash flows are discounted when determining fair value of an asset.
34 unchanged sentences
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.
−Removed: To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the
−Removed: amount of the excess of the carrying amount of the investment over the estimated fair value.
+Added: To the extent that an other than temporary impairment has occurred, an impairment charge is recorded in the amount of the excess of the carrying amount of the investment over the estimated fair value.
Management is required to make significant judgments about the estimated fair value of the Company's investments to determine if an impairment exists.
1 unchanged sentence
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.
+Added: For purposes of cash flow presentation, distributions from unconsolidated Real Estate Ventures are presented as part of operating activities when they are considered as a return on investments.
+Added: Distributions in excess of the Company's share in the cumulative unconsolidated Real Estate Venture's earnings are considered as return of investments and are presented as part of investing activities in accordance with the accounting standard for cash flow presentation.
Deferred Costs
13 unchanged sentences
Deferred financing costs are charged to interest expense over the terms of the related debt agreements.
−Removed: 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.
+Added: Deferred financing costs consist primarily of loan fees which are amortized
+Added: 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.
29 unchanged sentences
Point of sale service obligations are performed daily, and the customer obtains control of those services simultaneously as they are performed.
−Removed: 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.
+Added: Accordingly, point of sale revenue is recorded on an accrual basis as it is earned, coinciding with the services that
+Added: 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.
75 unchanged sentences
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.
−Removed: 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.
+Added: 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
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.
16 unchanged sentences
Share-Based Compensation Plans
−Removed: 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").
+Added: The Parent Company maintains a shareholder-approved equity-incentive plan known as the 2023 Long-Term Incentive Plan, as amended (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").
7 unchanged sentences
The Company accounts for its derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities.
−Removed: 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.
+Added: 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
+Added: either an asset or liability.
See disclosures below related to the accounting standard for fair value measurements and disclosures.
17 unchanged sentences
The fair value assigned to the long-lived assets and equity method investments for which there was impairment recorded utilize Level 3 inputs .
+Added: Prepaid Ground Lease, net
+Added: As of December 31, 2025, the Company has $ 51.4 million of prepaid operating ground leases on which seven wholly-owned real estate investments are constructed, which is capitalized as part of the “Prepaid Ground Lease, net” caption on the Company's consolidated balance sheets and is amortized on a straight-line basis over the life of the noncancellable prepaid ground leases as part of the “Property operating expenses” caption within the Company’s consolidated statements of operations.
+Added: Certain of the Company’s prepaid operating 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.
+Added: 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.
+Added: As these are prepaid operating ground leases, none are subject to rent increases.
+Added: The Company’s prepaid operating ground leases have remaining lease terms ranging from 9.1 to 9.4 years with a weighted average remaining lease term of 87.8 years.
+Added: For the years ended December 31, 2025 and 2024, the Company amortized $ 0.2 million, respectively.
Recent Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280).
−Removed: 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.
−Removed: 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.
−Removed: The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented.
−Removed: The Company's adoption of the standard did not have a material impact on the Company's consolidated financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .
+Added: The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
+Added: The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.
+Added: The new standard is effective for fiscal years beginning after December 15, 2024.
+Added: The Company evaluated the impact of the standard and concluded it did not have a material impact on the Company's consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).
+Added: The standard will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions.
+Added: The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement.
+Added: The new standard does not change the requirements for the presentation of expenses on the face of the income statement.
+Added: Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories:
+Added: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion.
+Added: For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses.
+Added: The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: We are evaluating the impact that ASU 2024-03 may have on our Consolidated Financial Statements and footnotes.
REAL ESTATE INVESTMENTS
15 unchanged sentences
2025 Acquisitions
+Added: On October 22, 2025, the Company completed the acquisition of its partner’s 34 % economic ownership interest in the joint venture that owns 3025 JFK Boulevard (“3025 JFK”), located in Philadelphia, Pennsylvania for $ 70.5 million.
+Added: is subject to existing mortgage indebtedness of approximately $ 178.0 million, see Note 8 “Debt Obligations” for further information.
+Added: The acquisition resulted in the Company recording a loss upon consolidation of approximately $ 3.2 million, which is the difference between the sum of the book value of the Company's previously held interest and the fair value of consideration paid less the fair value of the ventures net assets acquired.
+Added: The Company recorded the loss upon consolidation as other-than-temporary impairment, which is included within loss from unconsolidated joint ventures in the Consolidated Statement of Operations.
+Added: On December 17, 2025, the Company completed the acquisition of its partner’s 23 % economic ownership interest in the joint venture that owns 3151 Market Street (“3151 Market”), located in Philadelphia, Pennsylvania for $ 65.7 million.
+Added: The acquisition resulted in the Company recording a loss upon consolidation of approximately $ 0.9 million, which is the difference between the sum of the book value of the Company's previously held interest and the fair value of consideration paid less the fair value of the ventures net assets acquired.
+Added: The Company recorded the loss upon consolidation as other-than-temporary impairment, which is included within loss from unconsolidated joint ventures in the Consolidated Statement of Operations.
+Added: The following table summarizes the allocation of the relative fair value of the net assets the Company received at the date of each acquisition (in thousands):
+Added: Building and improvements
+Added: Furniture & Equipment
+Added: Tenant Improvements
+Added: In-place lease intangibles
+Added: Below-market ground lease intangibles
+Added: Above-market ground lease intangibles
+Added: Prepaid ground leases, net
+Added: Net assets acquired
+Added: The following table summarizes the estimated annual amortization of the acquired in-place lease intangibles, the acquired below-market lease intangibles and the acquired above-market lease intangibles as of each acquisition date for each of the five succeeding fiscal years (in thousands):
+Added: Acquired In-Place Lease Intangibles
+Added: Acquired Above-Market Lease Intangibles
+Added: Acquired Below-Market Lease Intangibles
+Added: 2026 $ 4,871 $ 70 $ 61
+Added: 2027 1,028 70 61
+Added: 2028 1,028 70 61
+Added: 2029 1,028 70 61
+Added: 2030 1,028 70 61
+Added: 9,067 5,989 5,210
+Added: $ 18,050 $ 6,339 $ 5,515
+Added: The following table summarizes the weighted-average useful life of the acquired in-place lease intangibles, the acquired above-market and acquired below-market lease intangibles as of each acquisition date (in years):
+Added: Acquired In-place Lease Intangibles
+Added: Acquired Above-Market Lease Intangibles
+Added: Acquired Below-Market Lease Intangibles
+Added: Weighted-average useful life
+Added: 2024 Acquisitions
During the year ended December 31, 2024, the Company did not acquire any properties from a third party.
3 unchanged sentences
October 27, 2023 Radnor, PA
−Removed: 2022 Acquisitions
−Removed: Property/Portfolio Name Acquisition Date Location Property Type Rentable Square Feet/Acres Purchase Price
−Removed: 631 Park Avenue January 21, 2022 King of Prussia, PA Land 3.3 acres $ 3,650
−Removed: 3151 Market Street (a) April 29, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 27,349
−Removed: (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.
−Removed: 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.
−Removed: The additional density is included in prepaid leasehold interests in land held for development in the consolidated balance sheets.
−Removed: See below regarding disposition of 500,000 square feet of FAR.
The following table summarizes the property dispositions during the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
Property/Portfolio Name Disposition Date Location Property Type Rentable Square Feet/Acres Sales Price Gain/(Loss) on Sale (a)
−Removed: Plymouth Meeting Executive Center (b)(c)
+Added: Quarry Lake II (b)
+Added: June 12, 2025 Austin, TX
+Added: 120,559 $ 17,600 $ —
+Added: Four Barton Skyway (b)
+Added: August 25, 2025 Austin, TX
+Added: 222,580 $ 55,050 $ —
+Added: Alterra at West Creek
+Added: October 6, 2025 Richmond, VA
+Added: $ 4,636 $ ( 146 )
+Added: Plymouth Meeting Executive Center (c)(d)
September 26, 2024 Plymouth Meeting, PA
1 unchanged sentence
521,288 $ 65,500 $ —
−Removed: 55 US Avenue (c)(d)
+Added: 55 US Avenue (d)(e)
September 30, 2024 Gibbsboro, NJ
−Removed: One and Two Barton Skyway (c)
+Added: One and Two Barton Skyway (d)
November 18, 2024 Austin, TX
9 unchanged sentences
50.0 acres $ 9,641 $ 3,960
−Removed: 8521 Leesburg Pike (i)
+Added: 8521 Leesburg Pike (f)
December 1, 2023 Vienna, VA
3 unchanged sentences
17,884 $ 14,200 $ 7,735
−Removed: Three Barton Skyway (i)
+Added: Three Barton Skyway (f)
August 4, 2023 Austin, TX Office 173,302 $ 53,250 $ —
−Removed: 200 Barr Harbor Drive November 22, 2022 West Conshohocken, PA Office 86,000 $ 30,500 $ 8,740
−Removed: 11501 Burnett Road (g)
−Removed: July 29, 2022 Austin, TX Land 4.7 acres $ 32,513 $ 8,340
−Removed: 3151 Market Street (f)
−Removed: July 14, 2022 Philadelphia, PA Leasehold Interest 0.8 acres $ 30,394 $ 2,583
−Removed: Gibbsboro Portfolio (e)
−Removed: June 28, 2022 Gibbsboro, NJ Office/Land 42,809 / 4.0 acres
−Removed: $ 4,100 $ 831
−Removed: 25 M Street (h)
−Removed: April 14, 2022 Washington, D.C.
−Removed: Land 0.8 acres $ 29,675 $ 3,836
−Removed: 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.
−Removed: (b) The Company provided the purchaser with $ 15.5 million in seller financing which is subordinate to a first mortgage.
+Added: (b) Recognized a provision for impairment of $ 29.3 million on the properties prior to the sales.
+Added: The Company estimated the fair value of its impaired properties and the related impairment losses based upon purchase and sale agreements.
+Added: (c) 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.
−Removed: (c) Recognized a provision for impairment of $ 21.1 million on the properties prior to the sales.
+Added: (d) 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.
−Removed: (d) The Company provided the purchaser with $ 4.4 million in seller financing, which is classified within “Other Asset” on the consolidated balance sheet.
−Removed: (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.
−Removed: (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.
−Removed: 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”).
−Removed: 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.
−Removed: See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: (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.
−Removed: The project is part of the Uptown ATX master development.
−Removed: 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
−Removed: Uptown Office LLC and Brandywine One Uptown Multifamily LLC (together, “One Uptown Ventures)”).
−Removed: 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.
−Removed: 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.
−Removed: See Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information.
−Removed: (h) On September 30, 2022, the Company recognized $ 0.4 million of additional gain on disposition of real estate.
−Removed: (i) Recognized a provision for impairment of $ 16.7 million on the properties prior to the sales.
+Added: (e) The Company provided the purchaser with $ 4.4 million in seller financing, which is classified within “Other Asset” on the consolidated balance sheet.
+Added: (f) Recognized a provision for impairment of $ 16.7 million on the properties prior to the sales.
+Added: Net gain on disposition of real estate
+Added: Piers at Penn's Landing
+Added: During the year ended 2025, the Company recognized a gain of $ 9.4 million in “Net gain on disposition real estate” on the consolidated statements of operations, from installment proceeds received from the buyer of a property, located in Philadelphia, Pennsylvania, that the Company sold in March 2017.
+Added: In March 2017, the Company sold the property for a gross sales price of $ 21.4 million.
+Added: At the settlement, the Company received a partial payment of $ 12.0 million and recognized a corresponding gain on sale of $ 6.5 million.
+Added: The remainder of the payment of $ 9.4 million was deferred and was initially contingent upon termination or expiration of a lease at the property with an existing tenant.
+Added: During the first quarter of 2025, the Company received an installment payment of $ 3.0 million from the buyer and recognized a corresponding gain.
+Added: In the fourth quarter of 2025, the Company received the final payment of $ 6.4 million from the buyer and recognized a corresponding gain on sale.
+Added: Net gain on sale of undepreciated real estate
3151 Market Venture
−Removed: 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.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
2 unchanged sentences
Held for Use Impairment
+Added: For the year ended December 31, 2025, the Company recognized impairment losses totaling $ 34.1 on two properties in the Austin, Texas segment.
+Added: These impairments are due to a change in our anticipated hold period for the assets as a result of the Company's sale consideration or possible residential conversion of the properties.
+Added: The Company determined that the carrying values exceeded the Company's estimated fair values of the properties.
+Added: The estimated fair values are considered Level 3 in accordance with ASC 820 and were determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate of 12.50 % and residual capitalization rate of 9.50 %.
For the year ended December 31, 2024, the Company recognized impairment losses totaling $ 23.5 million on one property in the Other segment.
6 unchanged sentences
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.
−Removed: 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.
−Removed: 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
1 unchanged sentence
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
−Removed: 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.
+Added: As of December 31, 2025, the Company held ownership interests in seven unconsolidated real estate ventures, with a net aggregate investment balance of $ 314.3 million.
As of December 31, 2025, four of the real estate ventures owned properties (directly or through leasehold interests) that contained an aggregate of approximately 4.1 million net rentable square feet of office space;
−Removed: two of the real estate ventures owned 1.4 acres of land held for development;
−Removed: and four of the real estate ventures owned 7.5 acres of land in active development.
−Removed: The Company accounts for its interests in the unconsolidated real estate ventures, which range from 20 % to 84 %, using the equity method.
+Added: one of the real estate ventures directly owns one property with 341 rentable residential units;
+Added: and two of the real estate ventures own 1.4 acres of land held for development.
+Added: The Company accounts for its interests in the unconsolidated real estate ventures, which range, as of December 31, 2025, from 20 % to 85 %, using the equity method accounting.
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.
13 unchanged sentences
10,877 10,844 133 7,141 ( 26,448 ) 51,097 62,023
−Removed: Herndon Innovation Center Metro Portfolio Venture, LLC (f)
−Removed: 15 % — 3,518 — ( 11,854 ) ( 536 ) — 233,443
−Removed: MAP Venture (b) 5 % — ( 48,733 ) ( 6,541 ) ( 10,580 ) ( 8,340 ) — 179,842
+Added: Herndon Innovation Center Metro Portfolio Venture, LLC
+Added: (f) — — — — ( 11,854 ) — —
+Added: (b) — — — ( 6,541 ) ( 10,580 ) — —
Cira Square 20 %
41,101 42,969 ( 1,169 ) ( 1,648 ) ( 2,474 ) 160,000 160,000
−Removed: 50 % 42 — 986 — — — —
−Removed: 4040 Wilson Venture (c) (d)
−Removed: 50 % — 29,419 ( 10,618 ) ( 2,536 ) ( 1,211 ) — 145,000
−Removed: 1919 Venture (g)
−Removed: 50 % — — — — 1,392 — —
+Added: (e) — 42 — 986 — — —
+Added: 4040 Wilson Venture (c)
+Added: (d) — — — ( 10,618 ) ( 2,536 ) — —
One Uptown - Multifamily (c) 51 % 19,964 29,818 ( 11,522 ) ( 3,800 ) — 81,795 72,197
Development Properties
−Removed: 3025 JFK Venture (c) 64 % 61,379 62,034 ( 19,271 ) ( 4,456 ) ( 35 ) 173,754 152,032
+Added: 3025 JFK Venture (c) (g) — 61,379 ( 21,759 ) ( 19,271 ) ( 4,456 ) — 173,754
JBG - 51 N Street (c) 70 % 8,214 8,209 ( 450 ) ( 13,397 ) ( 435 ) — —
JBG - 1250 First Street Office (c) 70 % 8,546 8,531 ( 261 ) ( 9,586 ) ( 269 ) — —
−Removed: 3151 Market Street Venture (c) 76 % 168,925 90,645 ( 105 ) ( 72 ) ( 8 ) — —
+Added: 3151 Market Street Venture (c) (h) — 168,925 4,552 ( 105 ) ( 72 ) — —
One Uptown - Office (c) 64 % 51,670 60,677 ( 15,124 ) ( 201 ) — 73,549 69,047
10 unchanged sentences
See “Herndon Innovation Center Metro Portfolio Venture, LLC” section for more information on the divestiture.
−Removed: (g) On November 30, 2022, the Company sold its interest in 1919 Venture.
−Removed: See “1919 Venture” sections for more information on the disposal.
+Added: (g) On October 22, 2025, the Company acquired all of its partner's preferred equity interest in the 3025 JFK Boulevard Venture.
+Added: See “3025 JFK Venture” section for more information on the acquisition.
+Added: The Company's unconsolidated real estate venture loss recorded for the year ended December 31, 2025 for the Venture is year-to-date prior to the acquisition.
+Added: (h) On December 17, 2025, the Company acquired all of its partner's preferred equity interest in the 3151 Market Street Venture.
+Added: See “3151 Market Street Venture” section for more information on the acquisition.
+Added: The Company's unconsolidated real estate venture loss recorded for the year ended December 31, 2025 for the Venture is year-to-date prior to the acquisition.
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, 2025 and December 31, 2024 (in thousands):
−Removed: December 31, 2024 (b)
−Removed: December 31, 2023
+Added: December 31, 2025 December 31, 2024
Net property $ 1,164,117 $ 1,641,085
6 unchanged sentences
In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.
−Removed: (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.
−Removed: 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, 2025, 2024 and 2023 (in thousands):
5 unchanged sentences
Provision for impairment — ( 148,347 ) —
+Added: Loss on property disposition ( 60 ) — —
Net loss $ ( 35,059 ) $ ( 199,400 ) $ ( 68,400 )
10 unchanged sentences
Net deferred financing costs ( 2,471 )
+Added: Net original issue premium ( 908 )
Outstanding indebtedness $ 583,062
4 unchanged sentences
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.
−Removed: The absence of this obligation prevented Company from meeting the sale recognition criteria of ASC 606 until the applicable closings of the construction loans.
+Added: The absence of this obligation prevented the 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.
3 unchanged sentences
The Company subsequently recognized the formation of the ventures and deconsolidated the projects upon the closing of the loans.
−Removed: The Company has determined that the each of the One Uptown Ventures is a VIE.
+Added: The Company has determined that 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.
−Removed: 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 %.
+Added: During the twelve months ended December 31, 2025, the Company contributed $ 6.5 million to the One Uptown - Office Venture.
The contribution was used to pay interest on the One Uptown - Office Venture construction loan and arose from higher than budgeted interest carry costs.
−Removed: The One Uptown - Office Venture was substantially complete in the first quarter of 2024.
−Removed: The Company expects to place the One Uptown - Office Venture into service in the first quarter of 2025.
+Added: The One Uptown - Office Venture was substantially complete in the first quarter of 2024 and placed into service in the first quarter of 2025.
During the twelve months ended December 31, 2025, the Company contributed $ 1.7 million to the One Uptown - Multifamily Venture.
4 unchanged sentences
venture partner has funded approximately $ 49.9 million of the project costs in exchange for a 35 % preferred equity interest in the venture.
−Removed: The Company has determined that the 3151 Market Street Venture is VIE.
+Added: The Company determined that the 3151 Market Street Venture was 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 3151 Market Street Venture.
−Removed: 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.
−Removed: 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 %.
+Added: 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 was accounted for under the equity method of accounting.
The 3151 Market Street Venture was substantially completed in the fourth quarter of 2024.
−Removed: The Company expects to place the 3151 Market Street Venture into service in the fourth quarter of 2025.
+Added: On December 17, 2025, the Company acquired all of its partner's preferred equity interest in the 3151 Market Street Venture, located in Philadelphia, Pennsylvania for $ 65.7 million.
+Added: As a result of the acquisition of the preferred equity interest, 3151 Market Street is a wholly owned asset that was consolidated in the fourth quarter of 2025.
+Added: The acquisition resulted in the Company recording a loss upon consolidation as other-than-temporary impairment of approximately $ 0.9 million.
Cira Square Venture
6 unchanged sentences
The new mortgage loan bears interest at 8.817 % per annum and matures in June 2029.
−Removed: At December 31, 2024, the Company's investment balance in the Cira Square Venture was $ 43.0 million .
4040 Wilson Venture
−Removed: 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.
+Added: 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 Metropolitan Washington, D.C.
The Company and its partner each owned a 50 % interest in the 4040 Wilson Venture.
8 unchanged sentences
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.
−Removed: 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.
+Added: 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 matured 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 %.
−Removed: 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.
−Removed: The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the
−Removed: projected draw schedule.
+Added: 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 was scheduled to mature in July 2025 with a one year option to extend.
+Added: The interest rate cap has an initial notional value of $ 148.0 million which has accreted up to $ 187.0 million following the projected draw schedule.
The strike rate of the interest rate cap is 3.00 % and the stated interest rate of the construction loan is SOFR + 3.6 %.
With the interest rate cap in-place, the maximum interest rate due by the 3025 JFK Venture is 6.60 %.
−Removed: The Company has determined that the 3025 JFK Venture is a VIE.
+Added: On of July 22, 2025, the 3025 JFK Venture exercised its one year extension option on the construction loan which now matures in July 2026.
+Added: The Company determined that the 3025 JFK Venture was 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.
−Removed: 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.
+Added: 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 was 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.
+Added: On October 22, 2025, the Company acquired all of its partner's preferred equity interest in the 3025 JFK Boulevard Venture ("3025 JFK"), located in Philadelphia, Pennsylvania for $ 70.5 million.
+Added: As a result of the acquisition of the preferred equity interest, 3025 JFK is a wholly owned asset that was consolidated in our fourth quarter results from the date of acquisition, and the Company consolidated the existing $ 178.0 million secured construction loan that matures in July 2026.
+Added: The acquisition resulted in the Company recording a loss upon consolidation as other-than-temporary impairment of approximately $ 3.2 million.
Mid-Atlantic Office JV
−Removed: 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.
−Removed: segment, to the Mid-Atlantic Office JV, for a gross sales price of $ 192.9 million.
+Added: On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645 square feet 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.
12 unchanged sentences
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 %.
−Removed: 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.
+Added: In connection
+Added: 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.
+Added: During the twelve months ended December 31, 2025, the Company contributed $ 7.5 million to the Commerce Square Venture increasing the Company's equity ownership from 84 % to 85 % at December 31, 2025.
Herndon Innovation Center Metro Portfolio Venture, LLC
−Removed: 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.
+Added: The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consisted of eight properties containing an aggregate of 1,293,197 square feet.
The Company and its partner owned 15 % and 85 % interests in the Herndon Innovation Center, respectively.
−Removed: The properties
−Removed: 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.
+Added: The properties held by the venture were encumbered by a $ 233.4 million secured mortgage loan that matured on March 29, 2024 and was nonrecourse to the Company.
During 2024, the Company, its partners, and the mortgage lender have transferred their interests in the Herndon Innovation Center through a deed in lieu over a portion of the assets and a seller assisted short sale over the remaining assets.
12 unchanged sentences
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.
−Removed: Brandywine's share of the JBG Ventures impairment is approximately $ 22.2 million.
+Added: Brandywine's share of the JBG Ventures impairment is approximately $ 22.2 million for the year ended December 31, 2024.
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.
3 unchanged sentences
The loan from KB JV is classified as “Unsecured term loan, net” on the consolidated balance sheet.
−Removed: 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.
+Added: 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.
+Added: As of December 31, 2025, the KB JV has ceased operations, and the Company has no further investments in the KB JV.
Lessor Accounting
8 unchanged sentences
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.
−Removed: 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):
+Added: The table below summarizes the Company’s operating lease cost recognized through “Property operating expenses” on the consolidated statements of operations (in thousands):
Year Ended December 31,
13 unchanged sentences
Present value of operating lease liabilities $ 23,720
−Removed: 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
−Removed: certain returns are achieved by the Company.
+Added: The Company obtained ground tenancy rights related to three properties in Philadelphia, Pennsylvania, which provide for contingent rent participation by the lessor in certain capital transactions and net operating cash flows of the properties after certain returns are achieved by the Company.
Such amounts, if any, will be reflected as contingent rent when incurred.
36 unchanged sentences
Below market leases acquired $ 16,413 $ ( 9,121 ) $ 7,292
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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):
+Added: For the years ended December 31, 2025 and 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.
+Added: For the year ended December 31, 2023, the Company accelerated the amortization of intangible assets by approximately $ 0.1 million, as a result of tenant move-outs prior to the end of the associated lease term.
+Added: For the years ended December 31, 2025 and 2024 the Company had no acceleration of its amortization of intangible liabilities as a result of tenant move-outs.
+Added: For the year ended December 31, 2023 the Company accelerated the amortization of approximately $ 0.01 million of intangible liabilities as a result of tenant move-outs.
+Added: As of December 31, 2025, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease terminations, was as follows (dollars in thousands):
Assets Liabilities
2026 $ 5,155 $ 646
+Added: 2027 1,217 618
Thereafter 13,351 9,850
4 unchanged sentences
Interest Rate Maturity
−Removed: $ 245.0 M 5.88 % Secured Term Loan due 2028
+Added: $ 245.0 M 5.88 % Secured Term Loan due 2028 (a)
$ — $ 245,000 5.88 % February 2028
−Removed: $ 50.0 M Construction Loan due 2026
+Added: $ 50.0 M Construction Loan due 2026 (b)
— 32,734 SOFR + 2.50 %
+Added: 3025 JFK Construction Loan (c)
+Added: 178,014 $ — SOFR + 3.60 %
+Added: 3151 Market C-PACE Loan (d)
+Added: 57,324 — 7.31 % March 2054
Principal balance outstanding 235,338 277,734
4 unchanged sentences
$ — $ — SOFR + 1.50 %
−Removed: June 2027 (a)
+Added: June 2027 (e)
Term Loan - Swapped to fixed 250,000 250,000 SOFR + 1.70 %
−Removed: June 2027 (a)
−Removed: $ 70.0 million Term Loan
+Added: June 2027 (e)
+Added: $ 70.0 million Term Loan (g)
— 70,000 SOFR + 2.00 %
−Removed: February 2025 (a)
−Removed: $ 350.0 M 4.10 % Guaranteed Notes due 2024
−Removed: $ — $ 340,000 3.78 % October 2024
+Added: February 2025 (e)
$ 450.0 M 3.95 % Guaranteed Notes due 2027
1 unchanged sentence
$ 350.0 M 8.30 % Guaranteed Notes due 2028
−Removed: $ 350,000 $ 350,000 8.48 % (c)
+Added: 350,000 350,000 8.48 % (h)
$ 350.0 M 4.55 % Guaranteed Notes due 2029
2 unchanged sentences
550,000 400,000 8.52 % April 2029
+Added: $ 300.0 M 6.13 % Guaranteed Notes due 2031
+Added: 300,000 — 6.13 % January 2031
Indenture IA (Preferred Trust I) 27,062 27,062 SOFR + 1.51 %
5 unchanged sentences
Total unsecured indebtedness 2,322,783 1,937,476
−Removed: (a) Spread includes a 10 basis point daily SOFR adjustment.
−Removed: (b) On November 23, 2022, the unsecured term loan of $ 250.0 million was swapped to a fixed rate.
+Added: Total Debt Obligations $ 2,556,862 $ 2,212,814
+Added: (a) On October 6, 2025, the Company repaid in full this secured loan.
+Added: (b) On July 23, 2025, the Company repaid the construction loan in full related to 155 King of Prussia Road in Radnor, Pennsylvania.
+Added: (c) On October 22, 2025, the Company acquired all of its partner's preferred equity interest in the 3025 JFK Boulevard Venture and consolidated the existing $ 178 million secured construction loan that matures in July 2026.
+Added: The interest rate is capped at 6.60 % through the maturity of the loan.
+Added: (d) On December 19, 2025, the company closed on a $ 50.5 million Commercial Property Assessed Clean Energy (“C-PACE”) financing on its development project at 3151 Market Street located in, Philadelphia, Pennsylvania.
+Added: The loan bears interest at 7.31 %, has an initial maturity date of March 31, 2054 and includes $ 5.4 million of prepaid interest.
+Added: The prepaid interest is included within other assets in the Consolidated Balance Sheet.
+Added: (e) Spread includes a 10 basis point daily SOFR adjustment.
+Added: (f) On November 23, 2022, the unsecured term loan of $ 250.0 million was swapped to a fixed rate.
At December 31, 2025, 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.
−Removed: (c) During the third quarter of 2023, Moody’s downgraded our senior unsecured credit rating from Baa3 to Ba1.
+Added: (g) On February 28, 2025, the Company repaid the term loan at the maturity date.
+Added: (h) 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.
3 unchanged sentences
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.
−Removed: (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.
+Added: (i) 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.
8 unchanged sentences
The Tender Offer expired on April 19, 2024.
−Removed: Upon completion of the Tender Offer, on April 23, 2024, the Company issued a
−Removed: redemption notice to redeem any 2024 Notes that remained outstanding after the Tender Offer.
+Added: Upon completion of the Tender Offer, on April 23, 2024, the Company issued a redemption notice to redeem any 2024 Notes that remained outstanding after the Tender Offer.
On June 7, 2024, the Company redeemed the $ 113.4 million principal amount of the 2024 Notes at the aggregate principal amount outstanding together with accrued and unpaid interest thereon to the redemption date.
+Added: On June 27, 2025, the Operating Partnership completed an underwritten offering and sale of $ 150.0 million of its 8.875 % Guaranteed Notes due 2029 (the "Additional 2029 Notes").
+Added: The Additional 2029 Notes form part of the same series as the Operating Partnership's outstanding 8.875 % Guaranteed Notes due 2029 (the "Initial 2029 Notes"), and, following the issuance and sale of the Additional 2029 Notes on June 27, 2025, $ 550 million aggregate principal amount of the Operating Partnership's 8.875 % Guaranteed Notes due 2029 are outstanding.
+Added: The Additional 2029 Notes were priced at 106 % of their face amount.
+Added: The Additional 2029 Notes have been reflected net of premiums of $ 9.0 million.
+Added: Guaranteed Notes due 2031
+Added: On October 3, 2025, the Company completed an underwritten offering of $ 300.0 million aggregate principal amount of its 6.125 % Guaranteed Notes due 2031 (the “2031 Notes”).
+Added: The 2031 Notes were priced at 100 % of their face amount.
+Added: The net proceeds from the offering, after deducting underwriting discounts and estimated transaction expenses related to the offering, totaled approximately $ 296.3 million.
Secured Facility due 2028
2 unchanged sentences
The Secured Facility bears interest at 5.88 % per year through the maturity date and is interest-only (payable monthly) through the maturity date.
+Added: On October 6, 2025, the Company repaid this secured loan in full.
Unsecured Credit Facility and Unsecured Term Loan
3 unchanged sentences
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.
+Added: The Company repaid the loan on its maturity date of February 28, 2025.
On June 30, 2022, the Company entered into the Second Amended and Restated Credit Agreement (as amended and restated, the “2022 Credit Agreement”).
6 unchanged sentences
The financing costs will be amortized through the maturity dates for each of the Revolving Credit Facility and the Term Loan.
−Removed: 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.
+Added: 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
+Added: (“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.
12 unchanged sentences
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.
+Added: On September 26, 2025, the Company and the Operating Partnership amended its Unsecured Credit Facility to, among other things, amend the restricted payments covenant to permit the Operating Partnership to pay dividends and make distributions attributable to any period of four consecutive fiscal quarters that ends (i) on any date that occurs after June 30, 2025 and on or prior to March 31, 2026, in an amount not to exceed, in the aggregate, the greater of (a) 100 % of FFO attributable to such period or (b) the minimum amount necessary for the Company to maintain its REIT status and (ii) on April 1, 2026 or any date that occurs thereafter, in amount not to exceed, in the aggregate, the greater of (a) 95 % of FFO attributable to such period or (ii) the minimum amount necessary for the Company to maintain its REIT status.
The Company had no outstanding borrowings under the Revolving Credit Facility as of December 31, 2025.
During the twelve months ended December 31, 2025, the weighted-average interest rate on Revolving Credit Facility borrowings was 5.85 % resulting in $ 2.1 million of interest expense.
−Removed: 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.
+Added: 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.
Secured Construction Loan due 2026
3 unchanged sentences
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.
−Removed: Guaranteed Notes due 2028
−Removed: 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”).
−Removed: 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.
−Removed: The Company received approximately $ 344.6 million of proceeds after the deduction for underwriting discounts and offering expenses.
+Added: On July 23, 2025, the Company repaid the construction loan in full.
The Company was in compliance with all financial covenants as of December 31, 2025.
23 unchanged sentences
The Company used quoted market prices as of December 31, 2025 and December 31, 2024 to value the unsecured notes payable and, as such, categorized them as Level 2.
−Removed: The inputs utilized to determine the fair value of the Company’s variable rate debt are categorized as Level 3.
−Removed: 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.
+Added: The inputs utilized to determine the fair value of the Company’s variable and fixed rate debt are categorized as Level 3.
+Added: The fair value of the variable and fixed 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.
19 unchanged sentences
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.
−Removed: In adjusting the fair value of its derivative contracts for
−Removed: 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.
+Added: In adjusting the fair value of its derivative contracts for 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, 2025 and December 31, 2024.
−Removed: 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).
+Added: 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 (dollar amounts presented in thousands).
Hedge Product Hedge Type Designation Notional Amount Strike Trade Date Maturity Date Fair value
3 unchanged sentences
Swap Interest Rate Cash Flow (a) — 51,548 3.725 % January 12, 2024 January 30, 2027 — 313
+Added: Cap Interest Rate Cash Flow 178,014 — 3.000 % July 22, 2025 July 22, 2026 546 —
Swap Interest Rate Cash Flow (a) $ 250,000 $ — 3.713 % November 23, 2022 June 30, 2027 $ ( 1,530 ) $ —
+Added: Swap Interest Rate Cash Flow (a) 27,062 — 3.629 % January 12, 2024 December 30, 2026 ( 61 ) —
+Added: Swap Interest Rate Cash Flow (a) 51,548 — 3.725 % January 12, 2024 January 30, 2027 ( 189 ) —
$ 506,624 $ 328,610
10 unchanged sentences
LIMITED PARTNERS' NONCONTROLLING INTERESTS IN THE PARENT COMPANY
−Removed: 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.
+Added: Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership units 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 $ 2.4 million and $ 3.1 million as of December 31, 2025 and December 31, 2024, respectively.
−Removed: Under the applicable accounting guidance, the redemption value of limited partnership units are carried at fair value.
−Removed: 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
−Removed: business days of the quarter) was approximately $ 2.9 million and $ 2.8 million as of December 31, 2024 and December 31, 2023, respectively.
+Added: Under the applicable accounting guidance, the redemption value of limited partnership units is carried at fair value.
+Added: The Parent Company believes that the aggregate settlement value of these units (based on the number of units outstanding and the average closing price of the common shares during the last five business days of the quarter) was approximately $ 1.5 million and $ 2.9 million as of December 31, 2025 and December 31, 2024, respectively.
BENEFICIARIES' EQUITY OF THE PARENT COMPANY
5 unchanged sentences
Basic Diluted Basic Diluted Basic Diluted
−Removed: Net income (loss) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992
−Removed: Net (income) loss attributable to noncontrolling interests 580 580 614 614 ( 168 ) ( 168 )
+Added: Net loss $ ( 178,867 ) $ ( 178,867 ) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 )
+Added: Net loss attributable to noncontrolling interests 620 620 580 580 614 614
Nonforfeitable dividends allocated to unvested restricted shareholders ( 1,231 ) ( 1,231 ) ( 1,178 ) ( 1,178 ) ( 567 ) ( 567 )
−Removed: Net income (loss) attributable to common shareholders $ ( 197,085 ) $ ( 197,085 ) $ ( 197,356 ) $ ( 197,356 ) $ 53,368 $ 53,368
+Added: Net loss attributable to common shareholders $ ( 179,478 ) $ ( 179,478 ) $ ( 197,085 ) $ ( 197,085 ) $ ( 197,356 ) $ ( 197,356 )
Weighted-average shares outstanding 173,464,402 173,464,402 172,526,996 172,526,996 171,959,210 171,959,210
−Removed: Contingent securities/Share-based compensation — — — — — 834,277
Weighted-average shares outstanding 173,464,402 173,464,402 172,526,996 172,526,996 171,959,210 171,959,210
−Removed: Earnings (loss) per Common Share:
−Removed: Net income (loss) attributable to common shareholders $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31
+Added: Loss per Common Share:
+Added: Net loss attributable to common shareholders $ ( 1.03 ) $ ( 1.03 ) $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 )
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.
−Removed: 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.
+Added: Redeemable common limited partnership units totaling 515,595 at December 31, 2025, 2024 and 2023, 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.
6 unchanged sentences
Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2025 or December 31, 2024.
−Removed: Common Share Repurchases
−Removed: The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares.
−Removed: 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.
−Removed: During the year ended December 31, 2024 and 2023, the Company did no t repurchase any common shares.
PARTNERS' EQUITY OF THE PARENT COMPANY
5 unchanged sentences
Basic Diluted Basic Diluted Basic Diluted
−Removed: Net income (loss) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 ) $ 53,992 $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 178,867 ) $ ( 196,487 ) $ ( 196,487 ) $ ( 197,403 ) $ ( 197,403 )
Net (income) loss attributable to noncontrolling interests 83 83 ( 5 ) ( 5 ) 22 22
Nonforfeitable dividends allocated to unvested restricted unitholders ( 1,231 ) ( 1,231 ) ( 1,178 ) ( 1,178 ) ( 567 ) ( 567 )
−Removed: Net income (loss) attributable to common unitholders $ ( 197,670 ) $ ( 197,670 ) $ ( 197,948 ) $ ( 197,948 ) $ 53,538 $ 53,538
+Added: Net loss attributable to common unitholders $ ( 180,015 ) $ ( 180,015 ) $ ( 197,670 ) $ ( 197,670 ) $ ( 197,948 ) $ ( 197,948 )
Weighted-average units outstanding 173,979,997 173,979,997 173,042,591 173,042,591 172,475,645 172,475,645
−Removed: Contingent securities/Share-based compensation — — — — — 834,277
Total weighted-average units outstanding 173,979,997 173,979,997 173,042,591 173,042,591 172,475,645 172,475,645
−Removed: Earnings (loss) per Common Partnership Unit:
−Removed: Net income (loss) attributable to common unitholders $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 ) $ 0.31 $ 0.31
+Added: Loss per Common Partnership Unit:
+Added: Net loss attributable to common unitholders $ ( 1.03 ) $ ( 1.03 ) $ ( 1.14 ) $ ( 1.14 ) $ ( 1.15 ) $ ( 1.15 )
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.
18 unchanged sentences
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, 2025, 2024 and 2023, which was $ 2.92 , $ 5.60 and $ 5.40 , respectively.
−Removed: 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.
+Added: Class A Units of 515,595 as of December 31, 2025, 2024, and 2023, respectively, were outstanding and owned by outside limited partners of the Operating Partnership.
On December 10, 2025, the Operating Partnership declared a distribution of $ 0.08 per common partnership unit, totaling $ 14.1 million, which was paid on January 22, 2026 to unitholders of record as of January 7, 2026.
−Removed: Common Unit Repurchases
−Removed: 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.
−Removed: During the years ended December 31, 2024 and 2023, the Company did not repurchase any units.
SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION
22 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In addition, vesting would also accelerate if the Parent Company
+Added: 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.
+Added: The Restricted Share Units granted in 2025, 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 specified operating metrics during a three-year performance period with an additional 366 days of service generally required to fully vest.
+Added: In addition to the basic award, up to an aggregate of 2,170,708 , 2,669,293 , 925,642 , and 406,179 shares may be awarded under the outperformance feature for the 2025, 2024, 2023, and 2022 awards, respectively, to those senior officers whose Restricted Share Units awards include the “outperformance feature.” As of December 31, 2025, the Company has recognized $ 0.4 million, $ 7.1 million, $ 4.5 million and $ 2.1 million of compensation expense related to the outperformance features for the 2025, 2024, 2023, and 2022 awards, respectively.
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.
2 unchanged sentences
Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.
+Added: Vested Shares Issued to Trustees
+Added: On May 21, 2025, the Trustees received an aggregate of 138,220 fully vested common shares as part of their routine annual compensation for 2025.
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.
−Removed: 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.
−Removed: 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”).
−Removed: 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.
+Added: The RPSUs are settled in common shares, with the number of common shares issuable in settlement varying between zero and 200 %, with respect to the 2023 awards, and zero and 240 %, with respect to the 2024 and 2025 awards, of the target amount based on the achievement of certain performance or market conditions.
+Added: For 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”).
+Added: For the 2024 and 2025 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.
13 unchanged sentences
The fair values of each award are being amortized over the three-year performance period.
−Removed: 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.
+Added: If an award's service inception date precedes the grant date, we initially
+Added: 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.
−Removed: 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;
+Added: For 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.
+Added: 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, and 403,501 are treated as granted in 2025.
+Added: The remainder of the 2024 awards will have a grant date in 2026, when the performance conditions for those years are established by the Compensation Committee.
The target number of shares subject to 2025 RPSU awards was 1,003,236 , of which 334,412 were deemed to have a grant date in 2025.
−Removed: 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.
+Added: The remainder of the 2025 awards will have a grant date in 2026 or 2027.
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.
6 unchanged sentences
The Company issued 364,588 common shares on February 1, 2025 in settlement of RPSUs that had been awarded on March 5, 2022 (with a three-year measurement period ended December 31, 2024 ).
−Removed: 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
−Removed: 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
−Removed: payroll deductions and voluntary cash purchases at an amount equal to 85 % of the average closing price per share for a specified period.
+Added: The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85 % of the average closing price per share for a specified period.
Under the plan document, the maximum participant contribution for the 2025 plan year is limited to the lesser of 20 % of compensation or $ 50,000 .
−Removed: The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date.
−Removed: In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million .
−Removed: 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.
−Removed: 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.
+Added: The number of shares reserved for issuance under the ESPP is 1.25 million.
+Added: Shares issued under the ESPP may be newly issued or reacquired (including shares purchased on the open market) and, to date, all ESPP issuances have been of shares purchased by the Parent Company on the open market.
+Added: Employees made purchases under the ESPP of $ 0.4 million during each of the years ended December 31, 2025, 2024 and 2023.
+Added: The Company recognized $ 0.1 million of compensation expense related to the ESPP during each of the years ended December 31, 2025, 2024, and 2023.
Compensation expense represents the 15 % discount on the purchase price.
5 unchanged sentences
The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected.
−Removed: At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheets.
+Added: At the time the participants defer compensation, the Company records a liability, which is included in
+Added: 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.
6 unchanged sentences
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.
−Removed: At both December 31, 2024 and 2023, 1.2 million of such shares were included in total shares outstanding, respectively.
+Added: At December 31, 2025 and 2024, 1.6 million and 1.2 million of such shares, respectively, 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.
30 unchanged sentences
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests 14
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense 564
Balance at December 31, 2023 $ ( 668 )
1 unchanged sentence
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests ( 11 )
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense —
Balance at December 31, 2024 $ 2,521
1 unchanged sentence
Allocation of unrealized (gains)/losses on derivative financial instruments to noncontrolling interests 13
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense —
Balance at December 31, 2025 $ ( 1,437 )
2 unchanged sentences
Change in fair market value during year ( 4,579 )
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense 564
Balance at December 31, 2023 $ ( 1,010 )
Change in fair market value during year 3,200
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense —
Balance at December 31, 2024 $ 2,190
Change in fair market value during year ( 3,971 )
−Removed: Amortization of interest rate contracts reclassified from comprehensive income to interest expense —
Balance at December 31, 2025 $ ( 1,781 )
8 unchanged sentences
The Other segment includes properties located in Washington, D.C., Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware.
−Removed: 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.
+Added: In addition to the four segments, the corporate group is responsible for cash and investment management, development/redevelopment of certain real estate properties during the construction period, and certain other general support functions.
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.
−Removed: The CODM evaluates Brandywine's portfolio and assesses the ongoing operations and performance of its projects utilizing the geographic segments listed above.
+Added: The CODM evaluates Brandywine's portfolio and assesses the ongoing operations and
+Added: 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):
7 unchanged sentences
Operating Properties $ 3,753,780 $ 3,367,547
+Added: Prepaid ground leases, net $ 51,399 $ 7,233
Right of use asset - operating leases, net $ 17,806 $ 18,412
28 unchanged sentences
NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: NOI 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.
+Added: The CODM utilizes NOI as we believe 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.
+Added: 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
+Added: 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.
−Removed: The Company believes that net income (loss), as defined by GAAP, is the most
−Removed: appropriate earnings measure.
+Added: The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure.
The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):
1 unchanged sentence
2025 2024 2023
−Removed: Net income (loss) $ ( 196,487 ) $ ( 197,403 ) $ 53,992
+Added: Net loss $ ( 178,867 ) $ ( 196,487 ) $ ( 197,403 )
Interest expense 134,955 116,306 95,456
8 unchanged sentences
Net gain on disposition of real estate 9,396 2,297 7,736
−Removed: Net gain on sale of undepreciated real estate — 1,211 8,007
+Added: Net gain (loss) on sale of undepreciated real estate ( 146 ) — 1,211
Net gain on real estate venture transactions 183 56,750 181
14 unchanged sentences
These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In addition, during construction undertaken by the unconsolidated real estate ventures, including the One Uptown Ventures, the Company has provided, and expects to continue to provide, cost overrun and
+Added: completion 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.
With respect to the One Uptown Ventures, the Company has provided completion guarantees and environmental indemnities in favor of its partner.
7 unchanged sentences
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.
−Removed: 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.
−Removed: 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
9 unchanged sentences
The $ 0.6 million payment is included within “Other liabilities” on the consolidated balance sheets.
−Removed: The Company has also committed $ 15.0 million to a newly-formed venture capital fund investing in early-stage life science companies.
+Added: The Company has also committed $ 15.0 million to a venture capital fund that invests in early-stage life science companies.
As of December 31, 2025, the Company had funded $ 4.6 million of the foregoing commitment.
30 unchanged sentences
1040 First Avenue King Of Prussia PA — — 14,142 4,956 — 19,098 19,098 16,311 1985 1998 (c)
−Removed: 610 Freedom Business Center Drive King Of Prussia PA — 485 9,602 1,688 133 11,642 11,775 8,553 1985 1998 (c)
+Added: 610 Freedom Business Center Drive (d) King Of Prussia PA — 485 9,602 2,375 120 12,342 12,462 9,035 1985 1998 (c)
650 Park Avenue King Of Prussia PA — 1,916 4,378 ( 4,378 ) 1,916 — 1,916 — 1968 1998 (c)
31 unchanged sentences
One Logan Square (130 North 18th Street) Philadelphia PA — 14,496 107,736 38,939 14,473 146,698 161,171 82,310 1998 2004 (c)
−Removed: 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)
−Removed: 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)
+Added: Two Logan Square (100 North 18th Street) Philadelphia PA — 16,066 100,255 38,296 16,066 138,551 154,617 77,995 1988 2004 (c)
+Added: Cira Centre South Garage (129 South 30th Street)(d) Philadelphia PA — — 76,008 26,643 6,370 96,281 102,651 35,867 2010 N/A (c)
1900 Market Street Philadelphia PA — 7,768 17,263 58,886 7,768 76,149 83,917 42,672 1981 2012 (c)
3020 Market Street Philadelphia PA — — 21,417 4,902 — 26,319 26,319 14,670 1959 2011 (c)
−Removed: 618-634 Market Street (d) Philadelphia PA — 13,365 5,791 5,084 13,365 10,875 24,240 7,864 1966 2015 (c)
+Added: 618-634 Market Street Philadelphia PA — 13,365 5,791 5,084 13,365 10,875 24,240 8,269 1966 2015 (c)
FMC Tower at Cira Centre South (2929 Walnut Street) Philadelphia PA — — 400,294 10,006 — 410,300 410,300 129,095 2016 N/A (c)
4 unchanged sentences
3001-3003 JFK Boulevard (f) Philadelphia PA — — — 294 — 294 294 111 N/A 2018 (c)
+Added: 3025 JFK Boulevard - Office (d)(g) Philadelphia PA 178,014 5,663 113,973 ( 11 ) 5,653 113,973 119,625 579 2024 2.025 (c)
+Added: 3025 JFK Boulevard - Multi-Family (d)(g) Philadelphia PA — 11,378 142,780 ( 21 ) 11,357 142,780 154,137 948 2024 2.025 (c)
+Added: 3151 Market Street (d) Philadelphia PA 57,324 27,321 233,409 — 27,321 233,409 260,730 — 2024 2.025 (c)
The Lift at Juniper Street Philadelphia PA — — — 19,192 478 18,714 19,192 848 2024 N/A (c)
−Removed: 401-405 Colorado Street (g) Austin TX 62,688 — 112,678 564 — 113,242 113,242 9,944 2022 N/A (c)
+Added: 401-405 Colorado Street Austin TX — — 114,572 564 — 115,136 115,136 14,333 2022 N/A (c)
11501 Burnet Road - Building 1 Austin TX — 3,755 22,702 1 3,755 22,703 26,458 17,314 1991 2015 (c)
3 unchanged sentences
11501 Burnet Road - Building 5 Austin TX — 3,689 22,354 1 3,689 22,355 26,044 17,048 1991 2015 (c)
−Removed: 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 6 Austin TX — 2,676 15,972 12,262 2,676 28,234 30,910 21,899 1991 2015 (c)
+Added: 11501 Burnet Road - Building 8 Austin TX — 1,400 7,422 1,776 1,400 9,198 10,598 7,033 1991 2015 (c)
11501 Burnet Road - Parking Garage Austin TX — — 19,826 1,586 — 21,412 21,412 16,609 1991 2015 (c)
49 unchanged sentences
Significant improvements were made to 3000 Market Street in 1988 and to The Bulletin Building in 2012.
−Removed: (g) Represent leasehold interests in land parcels acquired through prepaid 99-year ground leases.
−Removed: Development has not yet commenced on the parcel.
−Removed: Building and improvements represent costs related to parking operations.
+Added: (g) 3025 JFK Boulevard is a mixed-use building with approximately 200,000 SF of office space (“3025 JFK Boulevard - Office”) and 326 apartment units (“3025 JFK Boulevard - Multi-Family”).
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.