UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________________

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

_____________________________________________________________________________________________

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

Registrant’s telephone number, including area code (610) 325-5600

_____________________________________________________________________________________________

Maryland

(Brandywine Realty Trust)

001-9106

23-2413352

Delaware

(Brandywine Operating Partnership, L.P.)

000-24407

23-2862640

(State or Other Jurisdiction of Incorporation
or Organization)

(Commission file number)

(I.R.S. Employer Identification Number)

2929 Arch Street
Suite 1800
Philadelphia, PA 19104
(Address of principal executive offices) (Zip Code)

(610) 325-5600
(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of Beneficial Interest

BDN

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Brandywine Realty Trust	Yes	☒ No ☐
Brandywine Operating Partnership, L.P.	Yes	☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Brandywine Realty Trust	Yes	☒ No ☐
Brandywine Operating Partnership, L.P.	Yes	☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Brandywine Realty Trust:


Large accelerated filer	☒	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company	☐	Emerging growth company	☐

Brandywine Operating Partnership, L.P.:

Large accelerated filer

☐

Accelerated filer ☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Brandywine Realty Trust	Yes	☐	No ☒
Brandywine Operating Partnership, L.P.	Yes	☐	No ☒

A total of ~~172~~173,~~950~~699,~~504~~039 Common Shares of Beneficial Interest, par value $0.01 per share of Brandywine Realty Trust, were outstanding as of ~~April~~July 2723, 2025.

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EXPLANATORY NOTE

This report (this "Form 10-Q") combines the quarterly reports on Form 10-Q for the period ended ~~March~~June 3130, 2025 of Brandywine Realty Trust (the “Parent Company”) and Brandywine Operating Partnership L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company”. In addition, as used in this report, terms such as “we”, “us”, and “our” may refer to the Company, the Parent Company, or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and, as of ~~March~~June 3130, 2025, owned a 99.7% interest in the Operating Partnership. The remaining 0.3% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

Management operates the Parent Company and the Operating Partnership as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this Form 10-Q should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

The Company believes that combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into a single report will:

•facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

•remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and

•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

There are a few differences between the Parent Company and the Operating Partnership, which are reflected in the footnote disclosures in this Form 10-Q. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time (and contributing the net proceeds of such issuances to the Operating Partnership) and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company, including the Company’s ownership interests in the real estate ventures described below. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) and through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.

The equity and non-controlling interests in the Parent Company and the Operating Partnership’s equity are the main areas of difference between the consolidated financial statements of the Parent Company and the Operating Partnership. The common units of limited partnership interest in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements while the common units of limited partnership interests held by parties other than the Parent Company are presented as non-controlling interests in the Parent Company’s financial statements. The differences between the Parent Company and the Operating Partnership’s equity relate to the differences in the equity issued at the Parent Company and Operating Partnership levels.

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To help investors understand the differences between the Parent Company and the Operating Partnership, this Form 10-Q presents the following as separate notes or sections for each of the Parent Company and the Operating Partnership:

•Consolidated Financial Statements; and

•Notes to the Parent Company’s and Operating Partnership’s Equity.

This Form 10-Q also includes separate Item 4. (Controls and Procedures) disclosures and separate Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Parent Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. § 1350.

In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this Form 10-Q for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this Form 10-Q refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and incurs debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.

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TABLE OF CONTENTS

			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Brandywine Realty Trust
Financial Statements of Brandywine Realty Trust			6
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			6
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024			6
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			7
Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024			7
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024			8
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024			8
Consolidated Statements of Beneficiaries’ Equity for the three months ended March 31, 2025 and 2024			9
Consolidated Statements of Beneficiaries’ Equity for the three and six months ended June 30, 2025 and 2024			9
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024			11
Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024			11
Brandywine Operating Partnership, L.P.
Financial Statements of Brandywine Operating Partnership, L.P.			12
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			12
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024			12
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			13
Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024			13
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024			14
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024			14
Consolidated Statements of Partners’ Equity for the three months ended March 31, 2025 and 2024			15
Consolidated Statements of Partners’ Equity for the three and six months ended June 30, 2025 and 2024			15
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024			17
Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024			17
Notes to Unaudited Consolidated Financial Statements			18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3332
Item 3. Quantitative and Qualitative Disclosures about Market Risk			4547
Item 4. Controls and Procedures			4648
PART II — OTHER INFORMATION			4850
Item 1. Legal Proceedings			4850
Item 1A. Risk Factors			4850
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4850
Item 3. Defaults Upon Senior Securities			4850
Item 4. Mine Safety Disclosures			4850
Item 5. Other Information			4850
Item 6. Exhibits			4951
Signatures			5052

Filing Format

This combined Form 10-Q is being filed separately by Brandywine Realty Trust and Brandywine Operating Partnership, L.P.

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Glossary

Defined terms used in this Form 10-Q:

Average annual rent			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			Includes all wholly-owned operating properties. Does not include Properties under development/redevelopment, recently completed not-stabilized Properties, and properties held for sale.
Funds From Operations (“FFO”)			Is a non-GAAP financial measure, which the Company believes is useful to investors. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company. NAREIT defines FFO as net income (loss) before noncontrolling interests of unitholders (preferred and common) and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated real estate ventures. Net income, the GAAP measure that the Company believes to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales and noncontrolling interests. FFO per share is calculated by dividing FFO by fully diluted shares available to common shareholders and limited partnership unitholders. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of ~~Part1~~Part 1 of this Form 10-Q for a reconciliation of net income (loss) attributable to common shares and common unitholders to FFO.
Net Operating Income (“NOI”)			Is a non-GAAP financial measure, which the Company defines as total revenue less property operating expenses, real estate taxes and third-party management expenses. Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance and management fees. General and administrative expenses that are not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management. NOI is a non-GAAP financial measure that we report because we believe it is useful to our investors. See Note 1413, “Segment Information,” to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements in this Form 10-Q for additional information on NOI, including a reconciliation of NOI to our consolidated net income (loss) as defined by GAAP.
Rental Rate			Includes base rent plus reimbursement for operating expenses and real estate taxes.
Rental rate			Includes base rent plus reimbursement for operating expenses and real estate taxes.
Same Store Properties			We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as Same Store Properties. Same Store Properties therefore exclude properties placed in-service, acquired, repositioned, held for sale or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired for that property to be included in Same Store Properties.

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PART I - FINANCIAL INFORMATION

Item 1. — Financial Statements

BRANDYWINE REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share information)

	March 31,2025		December 31,2024
	June 30,2025		December 31,2024
ASSETS
Real estate investments:
Operating properties	$	3,~~405~~260,~~048~~497	$	3,374,780
Accumulated depreciation	(1,~~200~~206,~~058~~366)		(1,171,803)
Right of use asset - operating leases, net	18,~~259~~108		18,412
Operating real estate investments, net	2,~~223~~072,~~249~~239		2,221,389
Construction-in-progress	7890,~~021~~950		94,628
Land held for development	8274,~~536~~541		81,318
Prepaid leasehold interests in land held for development, net	27,762		27,762
Total real estate investments, net	2,~~411~~265,~~568~~492		2,425,097
Cash and cash equivalents	29122,~~428~~645		90,229
Restricted cash and escrows	21,~~045~~114		5,948
Accounts receivable	1316,~~573~~262		12,703
Accrued rent receivable, net of allowance of $867 and $909 as of March 31, 2025 and December 31, 2024, respectively	185,957		184,312
Assets held for sale, net	53,886		—
Investment in unconsolidated real estate ventures	570,370		570,455
Accrued rent receivable, net of allowance of $670 and $909 as of June 30, 2025 and December 31, 2024, respectively	183,117		184,312
Deferred costs, net	82,051		84,317
Investment in unconsolidated real estate ventures	555,541		570,455
Intangible assets, net	5,028		5,505
Deferred costs, net	77,397		84,317
Other assets	123,766		113,647
Intangible assets, net	4,222		5,505
Total assets	$	3,423,786	$	3,492,213
Other assets	114,663		113,647
Total assets	$	3,394,339	$	3,492,213
LIABILITIES AND BENEFICIARIES' EQUITY
Secured debt, net	$	~~281~~286,~~166~~352	$	275,338
Unsecured credit facility	65,000		—
Unsecured term loans, net	249,186		318,949
Unsecured term loans, net	249,084		318,949
Unsecured senior notes, net	1,776,851		1,618,527
Unsecured senior notes, net	1,619,260		1,618,527
Accounts payable and accrued expenses	108,653		129,717
Accounts payable and accrued expenses	118,454		129,717
Distributions payable	26,457		26,256
Distributions payable	26,487		26,256
Deferred income, gains and rent	17,105		35,414
Deferred income, gains and rent	21,293		35,414
Intangible liabilities, net	6,701		7,292
Intangible liabilities, net	7,080		7,292
Liabilities related to assets held for sale, net	182		—
Lease liability - operating leases	23,~~591~~634		23,546
Other liabilities	1213,~~975~~976		12,587
Total liabilities	$	2,~~424~~509,~~390~~097	$	2,447,626
Commitments and contingencies (See Note 15)
Commitments and contingencies (See Note 14)
Brandywine Realty Trust's Equity:
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 173,050,963 and 172,665,995 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	1,728		1,724
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 173,702,177 and 172,665,995 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	1,733		1,724
Additional paid-in-capital	3,~~193~~195,~~485~~813		3,182,621
Deferred compensation payable in common shares	2123,~~875~~069		20,456
Common shares in grantor trust, 1,341,572 and 1,221,333 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	(21,875)		(20,456)
Common shares in grantor trust, 1,586,138 and 1,221,333 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	(23,069)		(20,456)
Cumulative earnings	~~756~~667,~~524~~855		783,499
Accumulated other comprehensive income (loss)	(231,118)		2,521
Cumulative distributions	(2,~~958~~984,~~128~~508)		(2,931,730)
Total Brandywine Realty Trust's equity	~~993~~879,~~586~~775		1,038,635
Noncontrolling interests	5,~~810~~467		5,952
Total beneficiaries' equity	$	~~999~~885,~~396~~242	$	1,044,587
Total liabilities and beneficiaries' equity	$	3,~~423~~394,~~786~~339	$	3,492,213

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share information)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
Rents	$	114,~~428~~196	$	~~119~~118,~~008~~009	$	228,624	$	237,017
Third party management fees, labor reimbursement and leasing	54,~~829~~873		5,~~894~~698		10,702		11,592
Other	1,~~259~~502		1,~~582~~639		2,761		3,221
Total revenue	~~121~~120,~~516~~571		~~126~~125,~~484~~346		242,087		251,830
Operating expenses
Property operating expenses	3331,~~526~~365		3231,~~279~~353		64,891		63,632
Real estate taxes	11,~~432~~507		12,~~592~~535		22,939		25,127
Third party management expenses	2,~~633~~484		2,~~543~~426		5,117		4,969
Depreciation and amortization	4443,~~353~~762		4544,~~042~~187		88,115		89,229
General and administrative expenses	179,~~470~~325		118,~~104~~941		26,795		20,045
Total operating expenses	109,414		103,560
Provision for impairment	63,369		6,427		63,369		6,427
Gain on sale of real estate
Total operating expenses	161,812		105,869		271,226		209,429
Net gain on disposition of real estate	3,059		—
Gain (loss) on sale of real estate
Total gain on sale of real estate	3,059		—
Net gain (loss) on disposition of real estate	(86)		—		2,973		—
Operating income	15,161		22,924
Total gain (loss) on sale of real estate	(86)		—		2,973		—
Operating income (loss)	(41,327)		19,477		(26,166)		42,401
Other income (expense):
Interest and investment income	~~1,186~~850		~~421~~1,512		2,036		1,933
Interest expense	(3132,~~845~~345)		(2529,~~049~~494)		(64,190)		(54,543)
Interest expense - amortization of deferred financing costs	(1,~~230~~197)		(1,~~091~~415)		(2,427)		(2,506)
Equity in loss of unconsolidated real estate ventures	(1014,~~511~~832)		(1314,~~588~~507)		(25,343)		(28,095)
Net gain (loss) on real estate venture transactions	183		(29)
Net gain on real estate venture transactions	—		53,762		183		53,733
Net loss before income taxes	(27,056)		(16,412)
Gain on early extinguishment of debt	—		941		—		941
Income tax provision	—		(2)
Net income (loss) before income taxes	(88,851)		30,276		(115,907)		13,864
Net loss	(27,056)		(16,414)
Income tax provision	(85)		(9)		(85)		(11)
Net loss attributable to noncontrolling interests	81		46
Net income (loss)	(88,936)		30,267		(115,992)		13,853
Net loss attributable to Brandywine Realty Trust	(26,975)		(16,368)
Net (income) loss attributable to noncontrolling interests	267		(94)		348		(48)
Nonforfeitable dividends allocated to unvested restricted shareholders	(429)		(336)
Net income (loss) attributable to Brandywine Realty Trust	(88,669)		30,173		(115,644)		13,805
Net loss attributable to Common Shareholders of Brandywine Realty Trust	$	(27,404)	$	(16,704)
Nonforfeitable dividends allocated to unvested restricted shareholders	(322)		(277)		(751)		(613)
Basic loss per Common Share	$	(0.16)	$	(0.10)
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust	$	(88,991)	$	29,896	$	(116,395)	$	13,192
Diluted loss per Common Share	$	(0.16)	$	(0.10)
Basic income (loss) per Common Share	$	(0.51)	$	0.17	$	(0.67)	$	0.08
Basic weighted average shares outstanding	172,915,482		172,207,037
Diluted income (loss) per Common Share	$	(0.51)	$	0.17	$	(0.67)	$	0.08
Diluted weighted average shares outstanding	172,915,482		172,207,037
Basic weighted average shares outstanding	173,532,583		172,563,136		173,225,737		172,385,087
Diluted weighted average shares outstanding	173,532,583		174,695,651		173,225,737		174,342,151

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(27,056)	$	(16,414)
Net income (loss)	$	(88,936)	$	30,267	$	(115,992)	$	13,853
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments	(21,~~552~~099)		~~6,026~~781		(3,651)		6,807
Total comprehensive income (loss)	(21,~~552~~099)		~~6,026~~781		(3,651)		6,807
Comprehensive loss	(29,608)		(10,388)
Comprehensive income (loss)	(90,035)		31,048		(119,643)		20,660
Comprehensive loss attributable to noncontrolling interest	89		27
Comprehensive (income) loss attributable to noncontrolling interest	271		(97)		360		(70)
Comprehensive loss attributable to Brandywine Realty Trust	$	(29,519)	$	(10,361)
Comprehensive income (loss) attributable to Brandywine Realty Trust	$	(89,764)	$	30,951	$	(119,283)	$	20,590

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF BENEFICIARIES’ EQUITY

(unaudited, in thousands, except number of shares)

	Number of Common Shares	Number of Rabbi Trust/Deferred Compensation Shares	Common Shares of Brandywine Realty Trust's beneficial interest		Additional Paid-in Capital		Deferred Compensation Payable in Common Shares		Common Shares in Grantor Trust		Cumulative Earnings		Accumulated OtherComprehensive Income (Loss)		Cumulative Distributions		Noncontrolling Interests		Total
BALANCE, December 31, 2024	172,665,995	1,221,333	$	1,724	$	3,182,621	$	20,456	$	(20,456)	$	783,499	$	2,521	$	(2,931,730)	$	5,952	$	1,044,587
Net loss											(26,975)						(81)		(27,056)
Other comprehensive loss													(2,544)				(8)		(2,552)
Share-based compensation activity	439,776	258,549	4		11,294		1,199		(1,199)										11,298
Share Issuance from/(to) Deferred Compensation Plan	(54,808)	(138,310)			(406)		220		(220)										(406)
Reallocation of Noncontrolling interest					(24)												24		—
Distributions declared $0.15 per share)															(26,398)		(77)		(26,475)
BALANCE, March 31, 2025	173,050,963	1,341,572	$	1,728	$	3,193,485	$	21,875	$	(21,875)	$	756,524	$	(23)	$	(2,958,128)	$	5,810	$	999,396
Net loss											(88,669)						(267)		(88,936)
Other comprehensive loss													(1,095)				(4)		(1,099)
Share-based compensation activity	726,852	320,204	5		2,375		1,194		(1,194)										2,380
Share Issuance from/(to) Deferred Compensation Plan	(75,638)	(75,638)			(42)														(42)
Reallocation of Noncontrolling interest					(5)												5		—
Distributions declared $0.15 per share)															(26,380)		(77)		(26,457)
BALANCE, June 30, 2025	173,702,177	1,586,138	$	1,733	$	3,195,813	$	23,069	$	(23,069)	$	667,855	$	(1,118)	$	(2,984,508)	$	5,467	$	885,242

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENT OF BENEFICIARIES’ EQUITY

(unaudited, in thousands, except number of shares)

	Number of Common Shares	Number of Rabbi Trust/DeferredCompensation Shares	Common Shares ofBrandywine Realty Trust's beneficialinterest		Additional Paid-in Capital		Deferred Compensation Payable in Common Shares		Common Shares in Grantor Trust		Cumulative Earnings		Accumulated OtherComprehensive Income (Loss)		Cumulative Distributions		Noncontrolling Interests		Total
BALANCE, December 31, 2023	172,097,661	1,194,127	$	1,719	$	3,163,949	$	19,965	$	(19,965)	$	979,406	$	(668)	$	(2,827,022)	$	6,773	$	1,324,157
Net loss											(16,368)						(46)		(16,414)
Other comprehensive income													6,007				19		6,026
Share-based compensation activity	194,480	7,148	2		4,829														4,831
Share Issuance from/(to) Deferred Compensation Plan	(21,234)	(56,154)			(100)		31		(31)										(100)
Reallocation of Noncontrolling interest					(17)												17		—
Distributions declared ($0.15 per share)															(26,177)		(77)		(26,254)
BALANCE, March 31, 2024	172,270,907	1,145,121	$	1,721	$	3,168,661	$	19,996	$	(19,996)	$	963,038	$	5,339	$	(2,853,199)	$	6,686	$	1,292,246
Net income											30,173						94		30,267
Other comprehensive income													778				3		781
Share-based compensation activity	407,226	107,389	3		2,356														2,359
Share Issuance from/(to) Deferred Compensation Plan	(43)	(43)					460		(460)										—
Reallocation of Noncontrolling interest					(6)												6		—
Distributions declared ($0.15 per share)															(26,179)		(77)		(26,256)
BALANCE, June 30, 2024	172,678,090	1,252,467	$	1,724	$	3,171,011	$	20,456	$	(20,456)	$	993,211	$	6,117	$	(2,879,378)	$	6,712	$	1,299,397

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(27,056)	$	(16,414)
Net income (loss)	$	(115,992)	$	13,853
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	4488,~~353~~115		4589,~~042~~229
Amortization of deferred financing costs	12,~~230~~427		12,~~091~~506
Amortization of debt discount/(premium), net	~~119~~240		(~~250~~2,659)
Amortization of stock compensation costs	1113,~~068~~912		46,~~378~~871
Straight-line rent income	(1,~~699~~465)		(35,~~199~~366)
Amortization of acquired above (below) market leases, net	(~~210~~404)		(~~246~~481)
Ground rent expense	~~194~~387		~~197~~394
Net loss on real estate venture transactions	—		29
Net gain on real estate venture transactions	—		(53,733)
Loss from unconsolidated real estate ventures, including income distributions	10,511		13,588
Gain on early extinguishment of debt	—		(941)
Income tax provision	—		2
Provision for impairment	63,369		6,427
Loss from unconsolidated real estate ventures, including income distributions	25,344		28,095
Income tax provision	85		11
Changes in assets and liabilities:
Accounts receivable	(~~620~~3,289)		12,~~452~~213
Other assets	(101,~~266~~059)		(1610,~~948~~833)
Accounts payable and accrued expenses	(410,~~726~~580)		(10,~~208~~676)
Deferred income, gains and rent	(1418,~~068~~182)		12,~~199~~155
Other liabilities	(2,~~515~~204)		4,~~098~~905
Net cash provided by operating activities	640,~~315~~704		2371,~~811~~970
Cash flows from investing activities:
Capital expenditures for tenant improvements	(22,554)		(15,904)
Proceeds from the sale of properties	17,260		—
Capital expenditures for redevelopments	(3,301)		(4,013)
Capital expenditures for tenant improvements	(39,524)		(32,200)
Capital expenditures for developments	(6,956)		(7,404)
Capital expenditures for redevelopments	(4,766)		(5,080)
Capital expenditures for developments	(17,656)		(16,260)
Advances for the purchase of tenant assets, net of repayments	(247)		(998)
Investment in unconsolidated real estate ventures	(7,~~661~~248)		(2698,~~975~~035)
Capital distributions from unconsolidated real estate ventures	422,422		3,931
Leasing costs paid	(36,~~951~~726)		(35,~~942~~452)
Net cash used in investing activities	(4456,~~628~~485)		(55154,~~305~~094)
Cash flows from financing activities:
Proceeds from credit facility borrowings	70110,000		3762,000
Repayments of credit facility borrowings	(5110,000)		—(37,000)
Repayments of unsecured term loan	(70,000)		—
Proceeds from construction loan	5,639		5,076
Proceeds from unsecured notes	159,000		400,000
Debt financing costs paid	—		(200)
Repayments of unsecured notes	—		(339,059)
Shares used for employee taxes upon vesting of share awards	(778)		(594)
Proceeds from unsecured term loan	—		13,000
Distributions paid to shareholders	(26,176)		(25,946)
Proceeds from construction loan	10,636		11,802
Distributions to noncontrolling interest	(76)		(77)
Debt financing costs paid	(2,141)		(6,334)
Net cash provided by (used in) financing activities	(26,391)		15,259
Shares used for employee taxes upon vesting of share awards	(1,404)		(1,028)
Decrease in cash and cash equivalents and restricted cash	(64,704)		(16,235)
Distributions paid to shareholders	(52,574)		(52,124)
Distributions to noncontrolling interest	(154)		(154)
Net cash provided by financing activities	43,363		51,103
Increase/(Decrease) in cash and cash equivalents and restricted cash	27,582		(31,021)
Cash and cash equivalents and restricted cash at beginning of period	96,177		67,534
Cash and cash equivalents and restricted cash at end of period	$	31123,~~473~~759	$	5136,~~299~~513
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	$	90,229	$	58,319
Restricted cash, beginning of period	5,948		9,215
Cash and cash equivalents and restricted cash, beginning of period	$	96,177	$	67,534
Cash and cash equivalents, end of period	$	29122,~~428~~645	$	4330,~~210~~369
Restricted cash, end of period	21,~~045~~114		86,~~089~~144
Cash and cash equivalents and restricted cash, end of period	$	31123,~~473~~759	$	5136,~~299~~513
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2025 and 2024 of $3,166 and $3,918, respectively	$	24,525	$	23,368
Cash paid for interest, net of capitalized interest during the six months ended June 30, 2025 and 2024 of $6,342 and $8,641, respectively	$	58,031	$	60,743
Cash paid for income taxes	1		—
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	26,~~487~~457		26,~~248~~234
Change in capital expenditures financed through accounts payable at period end	(610,~~414~~714)		~~(1,179)~~425
Change in capital expenditures financed through retention payable at period end	~~536~~426		~~648~~775

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit and per unit information)

	March 31,2025		December 31,2024
	June 30,2025		December 31,2024
ASSETS
Real estate investments:
Operating properties	$	3,~~405~~260,~~048~~497	$	3,374,780
Accumulated depreciation	(1,~~200~~206,~~058~~366)		(1,171,803)
Right of use asset - operating leases, net	18,~~259~~108		18,412
Operating real estate investments, net	2,~~223~~072,~~249~~239		2,221,389
Construction-in-progress	7890,~~021~~950		94,628
Land held for development	8274,~~536~~541		81,318
Prepaid leasehold interests in land held for development, net	27,762		27,762
Total real estate investments, net	2,~~411~~265,~~568~~492		2,425,097
Cash and cash equivalents	29122,~~428~~645		90,229
Restricted cash and escrows	21,~~045~~114		5,948
Accounts receivable	1316,~~573~~262		12,703
Accrued rent receivable, net of allowance of $867 and $909 as of March 31, 2025 and December 31, 2024, respectively	185,957		184,312
Assets held for sale, net	53,886		—
Investment in unconsolidated real estate ventures	570,370		570,455
Accrued rent receivable, net of allowance of $670 and $909 as of June 30, 2025 and December 31, 2024, respectively	183,117		184,312
Deferred costs, net	82,051		84,317
Investment in unconsolidated real estate ventures	555,541		570,455
Intangible assets, net	5,028		5,505
Deferred costs, net	77,397		84,317
Other assets	123,766		113,647
Intangible assets, net	4,222		5,505
Total assets	$	3,423,786	$	3,492,213
Other assets	114,663		113,647
Total assets	$	3,394,339	$	3,492,213
LIABILITIES AND PARTNERS' EQUITY
Secured debt, net	$	~~281~~286,~~166~~352	$	275,338
Unsecured credit facility	65,000		—
Unsecured term loans, net	249,186		318,949
Unsecured term loans, net	249,084		318,949
Unsecured senior notes, net	1,776,851		1,618,527
Unsecured senior notes, net	1,619,260		1,618,527
Accounts payable and accrued expenses	108,653		129,717
Accounts payable and accrued expenses	118,454		129,717
Distributions payable	26,457		26,256
Distributions payable	26,487		26,256
Deferred income, gains and rent	17,105		35,414
Deferred income, gains and rent	21,293		35,414
Intangible liabilities, net	6,701		7,292
Intangible liabilities, net	7,080		7,292
Liabilities related to assets held for sale, net	182		—
Lease liability - operating leases	23,~~591~~634		23,546
Other liabilities	1213,~~975~~976		12,587
Total liabilities	$	2,~~424~~509,~~390~~097	$	2,447,626
Commitments and contingencies (See Note 15)
Commitments and contingencies (See Note 14)
Redeemable limited partnership units at redemption value; 515,595 and 515,595 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	2,317		2,870
Redeemable limited partnership units at redemption value; 515,595 and 515,595 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2,187		2,870
Brandywine Operating Partnership, L.P.'s equity:
General Partnership Capital; 173,050,963 and 172,665,995 units issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	994,626		1,036,712
General Partnership Capital; 173,702,177 and 172,665,995 units issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	881,700		1,036,712
Accumulated other comprehensive income (loss)	(~~362~~1,461)		2,190
Total Brandywine Operating Partnership, L.P.'s equity	~~994~~880,~~264~~239		1,038,902
Noncontrolling interest - consolidated real estate ventures	2,815		2,815
Total partners' equity	$	~~997~~883,~~079~~054	$	1,041,717
Total liabilities and partners' equity	$	3,~~423~~394,~~786~~338	$	3,492,213

The accompanying notes are an integral part of these consolidated financial statements.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit and per unit information)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
Rents	$	114,~~428~~196	$	~~119~~118,~~008~~009	$	228,624	$	237,017
Third party management fees, labor reimbursement and leasing	54,~~829~~873		5,~~894~~698		10,702		11,592
Other	1,~~259~~502		1,~~582~~639		2,761		3,221
Total revenue	~~121~~120,~~516~~571		~~126~~125,~~484~~346		242,087		251,830
Operating expenses
Property operating expenses	3331,~~526~~365		3231,~~279~~353		64,891		63,632
Real estate taxes	11,~~432~~507		12,~~592~~535		22,939		25,127
Third party management expenses	2,~~633~~484		2,~~543~~426		5,117		4,969
Depreciation and amortization	4443,~~353~~762		4544,~~042~~187		88,115		89,229
General and administrative expenses	179,~~470~~325		118,~~104~~941		26,795		20,045
Total operating expenses	109,414		103,560
Provision for impairment	63,369		6,427		63,369		6,427
Gain on sale of real estate
Total operating expenses	161,812		105,869		271,226		209,429
Net gain on disposition of real estate	3,059		—
Gain (loss) on sale of real estate
Total gain on sale of real estate	3,059		—
Net gain (loss) on disposition of real estate	(86)		—		2,973		—
Operating income	15,161		22,924
Total gain (loss) on sale of real estate	(86)		—		2,973		—
Operating income (loss)	(41,327)		19,477		(26,166)		42,401
Other income (expense):
Interest and investment income	~~1,186~~850		~~421~~1,512		2,036		1,933
Interest expense	(3132,~~845~~345)		(2529,~~049~~494)		(64,190)		(54,543)
Interest expense - amortization of deferred financing costs	(1,~~230~~197)		(1,~~091~~415)		(2,427)		(2,506)
Equity in loss of unconsolidated real estate ventures	(1014,~~511~~832)		(1314,~~588~~507)		(25,343)		(28,095)
Net gain (loss) on real estate venture transactions	183		(29)
Net gain on real estate venture transactions	—		53,762		183		53,733
Net loss before income taxes	(27,056)		(16,412)
Gain on early extinguishment of debt	—		941		—		941
Income tax provision	—		(2)
Net income (loss) before income taxes	(88,851)		30,276		(115,907)		13,864
Net loss	(27,056)		(16,414)
Income tax provision	(85)		(9)		(85)		(11)
Net income attributable to noncontrolling interests - consolidated real estate ventures	—		(3)
Net income (loss)	(88,936)		30,267		(115,992)		13,853
Net loss attributable to Brandywine Operating Partnership, L.P.	(27,056)		(16,417)
Net income attributable to noncontrolling interests - consolidated real estate ventures	—		(3)		—		(6)
Nonforfeitable dividends allocated to unvested restricted unitholders	(429)		(336)
Net income (loss) attributable to Brandywine Operating Partnership, L.P.	(88,936)		30,264		(115,992)		13,847
Net loss attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.	$	(27,485)	$	(16,753)
Nonforfeitable dividends allocated to unvested restricted unitholders	(322)		(277)		(751)		(613)
Basic loss per Common Partnership Unit	$	(0.16)	$	(0.10)
Net income (loss) attributable to Common Partnership Unitholders of Brandywine Operating Partnership, L.P.	$	(89,258)	$	29,987	$	(116,743)	$	13,234
Diluted loss per Common Partnership Unit	$	(0.16)	$	(0.10)
Basic income (loss) per Common Partnership Unit	$	(0.51)	$	0.17	$	(0.67)	$	0.08
Basic weighted average common partnership units outstanding	173,431,077		172,722,632
Diluted income (loss) per Common Partnership Unit	$	(0.51)	$	0.17	$	(0.67)	$	0.08
Diluted weighted average common partnership units outstanding	173,431,077		172,722,632
Basic weighted average common partnership units outstanding	174,048,178		173,078,731		173,741,332		172,900,681
Diluted weighted average common partnership units outstanding	174,048,178		175,211,246		173,741,332		174,857,745

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(27,056)	$	(16,414)
Net income (loss)	$	(88,936)	$	30,267	$	(115,992)	$	13,853
Comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments	(21,~~552~~099)		~~6,026~~781		(3,651)		6,807
Total comprehensive income (loss)	(21,~~552~~099)		~~6,026~~781		(3,651)		6,807
Comprehensive loss	(29,608)		(10,388)
Comprehensive income (loss)	(90,035)		31,048		(119,643)		20,660
Comprehensive income attributable to noncontrolling interest - consolidated real estate ventures	—		(3)		—		(6)
Comprehensive loss attributable to Brandywine Operating Partnership, L.P.	$	(29,608)	$	(10,391)
Comprehensive income (loss) attributable to Brandywine Operating Partnership, L.P.	$	(90,035)	$	31,045	$	(119,643)	$	20,654

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(unaudited, in thousands, except number of units)

	General Partner Capital
	Units	Amount		Accumulated Other Comprehensive Income		Noncontrolling Interest - Consolidated Real Estate Ventures		Total Partners' Equity
BALANCE, December 31, 2024	172,665,995	$	1,036,712	$	2,190	$	2,815	$	1,041,717
Net loss		(27,056)						(27,056)
Other comprehensive loss				(2,552)				(2,552)
Deferred compensation obligation	(54,808)	(406)						(406)
Share-based compensation activity	439,776	11,298						11,298
Adjustment of redeemable partnership units to liquidation value at period end		476						476
Distributions declared to general partnership unitholders ($0.15 per unit)		(26,398)						(26,398)
BALANCE, March 31, 2025	173,050,963	$	994,626	$	(362)	$	2,815	$	997,079
Net loss		(88,936)						(88,936)
Other comprehensive loss				(1,099)				(1,099)
Deferred compensation obligation	(75,638)	(42)						(42)
Share-based compensation activity	726,852	2,379						2,379
Adjustment of redeemable partnership units to liquidation value at period end		53						53
Distributions declared to general partnership unitholders ($0.15 per unit)		(26,380)						(26,380)
BALANCE, June 30, 2025	173,702,177	$	881,700	$	(1,461)	$	2,815	$	883,054

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENT OF PARTNERS’ EQUITY

(unaudited, in thousands, except number of units)

	General Partner Capital
	Units	Amount		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest - Consolidated Real Estate Ventures		Total Partners' Equity
BALANCE, December 31, 2023	172,097,661	$	1,319,572	$	(1,010)	$	2,810	$	1,321,372
Net loss		(16,417)				3		(16,414)
Other comprehensive income				6,026				6,026
Deferred compensation obligation	(21,234)	(100)						(100)
Share-based compensation activity	194,480	4,831						4,831
Adjustment of redeemable partnership units to liquidation value at period end		316						316
Distributions declared to general partnership unitholders ($0.15 per unit)		(26,177)						(26,177)
BALANCE, March 31, 2024	172,270,907	$	1,282,025	$	5,016	$	2,813	$	1,289,854
Net income		30,264				3		30,267
Other comprehensive income				781				781
Deferred compensation obligation	(43)							—
Share-based compensation activity	407,226	2,359						2,359
Adjustment of redeemable partnership units to liquidation value at period end	—	16						16
Distributions declared to general partnership unitholders ($0.15 per unit)		(26,179)						(26,179)
BALANCE, June 30, 2024	172,678,090	1,288,485		5,797		2,816		1,297,098

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

BRANDYWINE OPERATING PARTNERSHIP L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(27,056)	$	(16,414)
Net income (loss)	$	(115,992)	$	13,853
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	4488,~~353~~115		4589,~~042~~229
Amortization of deferred financing costs	12,~~230~~427		12,~~091~~506
Amortization of debt discount/(premium), net	~~119~~240		(~~250~~2,659)
Amortization of stock compensation costs	1113,~~068~~912		46,~~378~~871
Straight-line rent income	(1,~~699~~465)		(35,~~199~~366)
Amortization of acquired above (below) market leases, net	(~~210~~404)		(~~246~~481)
Ground rent expense	~~194~~387		~~197~~394
Net loss on real estate venture transactions	—		29
Net gain on real estate venture transactions	—		(53,733)
Loss from unconsolidated real estate ventures, including income distributions	10,511		13,588
Gain on early extinguishment of debt	—		(941)
Income tax provision	—		2
Provision for impairment	63,369		6,427
Loss from unconsolidated real estate ventures, including income distributions	25,344		28,095
Income tax provision	85		11
Changes in assets and liabilities:
Accounts receivable	(~~620~~3,289)		12,~~452~~213
Other assets	(101,~~266~~059)		(1610,~~948~~833)
Accounts payable and accrued expenses	(410,~~726~~580)		(10,~~208~~676)
Deferred income, gains and rent	(1418,~~068~~182)		12,~~199~~155
Other liabilities	(2,~~515~~204)		4,~~098~~905
Net cash provided by operating activities	640,~~315~~704		2371,~~811~~970
Cash flows from investing activities:
Capital expenditures for tenant improvements	(22,554)		(15,904)
Proceeds from the sale of properties	17,260		—
Capital expenditures for redevelopments	(3,301)		(4,013)
Capital expenditures for tenant improvements	(39,524)		(32,200)
Capital expenditures for developments	(6,956)		(7,404)
Capital expenditures for redevelopments	(4,766)		(5,080)
Capital expenditures for developments	(17,656)		(16,260)
Advances for the purchase of tenant assets, net of repayments	(247)		(998)
Investment in unconsolidated real estate ventures	(7,~~661~~248)		(2698,~~975~~035)
Capital distributions from unconsolidated real estate ventures	422,422		3,931
Leasing costs paid	(36,~~951~~726)		(35,~~942~~452)
Net cash used in investing activities	(4456,~~628~~485)		(55154,~~305~~094)
Cash flows from financing activities:
Proceeds from credit facility borrowings	70110,000		3762,000
Repayments of credit facility borrowings	(5110,000)		—(37,000)
Repayment of unsecured term loan	(70,000)		—
Proceeds from construction loan	5,639		5,076
Proceeds from unsecured notes	159,000		400,000
Debt financing costs paid	—		(200)
Repayments of unsecured notes	—		(339,059)
Shares used for employee taxes upon vesting of share awards	(778)		(594)
Proceeds from unsecured term loan	—		13,000
Distributions paid to preferred and common partnership units	(26,252)		(26,023)
Proceeds from construction loan	10,636		11,802
Net cash provided by (used in) financing activities	(26,391)		15,259
Debt financing costs paid	(2,141)		(6,334)
Decrease in cash and cash equivalents and restricted cash	(64,704)		(16,235)
Shares used for employee taxes upon vesting of share awards	(1,404)		(1,028)
Distributions paid to preferred and common partnership units	(52,728)		(52,278)
Net cash provided by financing activities	43,363		51,103
Increase/(Decrease) in cash and cash equivalents and restricted cash	27,582		(31,021)
Cash and cash equivalents and restricted cash at beginning of period	96,177		67,534
Cash and cash equivalents and restricted cash at end of period	$	31123,~~473~~759	$	5136,~~299~~513
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	$	90,229	$	58,319
Restricted cash, beginning of period	5,948		9,215
Cash and cash equivalents and restricted cash, beginning of period	$	96,177	$	67,534
Cash and cash equivalents, end of period	$	29122,~~428~~645	$	4330,~~210~~369
Restricted cash, end of period	21,~~045~~114		86,~~089~~144
Cash and cash equivalents and restricted cash, end of period	$	31123,~~473~~759	$	5136,~~299~~513
Supplemental disclosure:
Cash paid for interest, net of capitalized interest during the three months ended March 31, 2025 and 2024 of $3,166 and $3,918, respectively	$	24,525	$	23,368
Cash paid for interest, net of capitalized interest during the six months ended June 30, 2025 and 2024 of $6,342 and $8,641, respectively	$	58,031	$	60,743
Supplemental disclosure of non-cash activity:
Dividends and distributions declared but not paid	26,~~487~~457		26,~~248~~234
Change in capital expenditures financed through accounts payable at period end	(610,~~414~~714)		~~(1,179)~~425
Change in capital expenditures financed through retention payable at period end	~~536~~426		~~648~~775

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION OF THE PARENT COMPANY AND THE OPERATING PARTNERSHIP

Brandywine Realty Trust (the “Parent Company”) is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the acquisition, development, redevelopment, ownership, management, and operation of a portfolio of office and mixed-use properties. The Parent Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Parent Company is the sole general partner of the Operating Partnership and, as of ~~March~~June 3130, 2025, owned a 99.7% interest in the Operating Partnership. The Parent Company’s common shares of beneficial interest (“common shares”) are publicly traded on the New York Stock Exchange under the ticker symbol “BDN.” The Parent Company, the Operating Partnership, and their consolidated subsidiaries are collectively referred to as the “Company.”

As of ~~March~~June 3130, 2025, the Company owned and consolidated 6463 properties that contain an aggregate of approximately 1211.18 million net rentable square feet (collectively, the “Properties”). The Company’s core portfolio of operating properties (the “Core Properties”) exclude properties under development or redevelopment properties, recently completed - not stabilized properties, and properties held for sale. The Properties were comprised of the following as of ~~March~~June 3130, 2025:

	Number of Properties	Rentable Square Feet
Office properties	5956	1110,~~006~~364,~~099~~889
Mixed-use properties	4	924,450
Core Properties	6360	11,~~930~~289,~~549~~339
Development/redevelopment properties	2	298,071
Recently completed - not stabilized properties (a)	1	168,294
The Properties	6463	1211,~~098~~755,~~843~~704

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

In addition to the Properties, as of ~~March~~June 3130, 2025, the Company owned ~~130~~129.65 acres of land held for development. The Company also held a leasehold interest in one land parcel totaling 0.8 acres, acquired through a prepaid 99-year ground lease, and held options to purchase approximately 5.1 additional acres of undeveloped land. As of ~~March~~June 3130, 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 11.9 million net rentable square feet.

As of ~~March~~June 3130, 2025, the Company also owned economic interests in nine unconsolidated real estate ventures (see Note 4, “Investment in Unconsolidated Real Estate Ventures,” for further information). The Properties and the properties owned by the unconsolidated real estate ventures are primarily located in or near Philadelphia, Pennsylvania; Austin, Texas; Metropolitan Washington, D.C.; Southern New Jersey; and Wilmington, Delaware.

The Company conducts its third-party real estate management services business primarily through wholly-owned management company subsidiaries. As of ~~March~~June 3130, 2025, the management company subsidiaries were managing properties containing an aggregate of approximately 19.40 million net rentable square feet, of which approximately 1211.18 million net rentable square feet related to Properties owned by the Company and approximately 7.32 million net rentable square feet related to properties owned by the unconsolidated real estate ventures.

Unless otherwise indicated, all references in this Form 10-Q to square feet and net rentable square feet represent net rentable area.

2. BASIS OF PRESENTATION

Basis of Presentation

The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consist solely of normal recurring matters, and result in a fair statement of the financial position of the Company as of ~~March~~June 3130, 2025, the results of its operations for the three and six months ended ~~March~~June 3130, 2025 and 2024 and its cash flows for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024. The results of operations for such interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements should be read in conjunction with the Parent Company’s and the Operating Partnership’s consolidated financial statements and footnotes included in their combined Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.

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the Parent Company’s and the Operating Partnership’s consolidated financial statements and footnotes included in their combined Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.

The consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements as of that date but does not include all the information and footnotes required by GAAP for complete financial statements. The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of the Company’s significant accounting policies under Note 2, “Summary of Significant Accounting Policies”. There have been no material changes in the Company’s significant accounting policies since December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates and assumptions include, but are not limited to, the amount and timing of development/redevelopment costs and of Company obligations for such costs, including costs incurred through unconsolidated real estate ventures. The estimates and assumptions for development/redevelopment cost are highly judgmental, cover significant future time horizons and are sensitive to cost escalations, sales price escalations and timing and pricing of leasing activity, all of which may be affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company's adoption of the standard did not have a material impact on the Company's consolidated financial statements.

3. REAL ESTATE INVESTMENTS

As of ~~March~~June 3130, 2025 and December 31, 2024, the gross carrying value of the Properties, reflected in the line item “Operating properties” in the Company's consolidated balance sheets, was as follows (in thousands):

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Land	$	~~361~~344,~~820~~610	$	361,861
Building and improvements	2,~~565~~436,~~100~~533		2,551,089
Tenant improvements	~~478~~479,~~128~~354		461,830
Total	$	3,405,048	$	3,374,780
Operating properties	$	3,260,497	$	3,374,780
Assets held for sale - real estate investments	53,886		—
Total	$	3,314,383	$	3,374,780

Dispositions

~~Net~~During ~~gain~~the three months ended June 30, 2025, the Company sold a 120,559 square foot office property located in the Austin, Texas segment for a gross sales price of $17.6 million. Prior to the sale and during the three months ended June 30, 2025, the Company recognized a provision for impairment of $13.4 million on ~~disposition~~the property based upon the executed agreement of ~~real~~sale. ~~estate~~

~~During~~Held first quarter of 2025, the Company recognized a gain of $3.1 million from installment proceeds received from the buyer of a property, located in Philadelphia, Pennsylvania, that the Company sold in March 2017. In March 2017, the Company sold the property for aUse gross sales price of $21.4 million. At the settlement, the Company received a partial payment of $12.0 million and recognized a corresponding gain on sale of $6.5 million. 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. In 2024, the deferred contingent payment obligation was changed to a fixed payment obligation, and the $6.3 million remaining deferred payment, together with interest thereon at 11% per annum, is due in February 2026 and will be recognized as a gain if and when cash is received. Impairment

For the quarter ended June 30, 2025, the Company recognized impairment losses totaling $34.1 million on two properties located in the Austin, Texas segment. 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. The Company determined that the carrying values exceeded the Company's estimated fair values of the properties. The estimated fair value is considered Level 3 in accordance with ASC 820 and was determined by estimating discounted cash flows using significant unobservable inputs, which were the discount rate of 12.50% and residual capitalization rate of 9.50%.

Held -for-sale

As of June 30, 2025, the Company was under an agreement to sell an office property located in the Austin, Texas segment to an unaffiliated third party for $55.1 million and has classified the property as held for sale on the consolidated balance sheets. As of June 30, 2025, the carrying value of the property was in excess of the estimated fair value less cost to sell. As a result, an impairment loss of $15.9 million was recognized. The estimated fair value is considered Level 3 in accordance with ASC 820 and was based upon the executed agreement of sale.

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The following is a summary of the property classified as held for sale as of June 30, 2025 (in thousands):


	Held for Sale Property
	June 30, 2025
ASSETS HELD FOR SALE
Real estate investments:
Operating properties	$	58,801
Accumulated depreciation	(8,979)
Operating real estate investments, net	49,822
Construction-in-progress	82

Total real estate investments, net	49,904
Deferred costs, net	1,261
Intangible assets, net	328
Accrued Rent Receivable	2,393
Total assets held for sale, net	$	53,886

LIABILITIES HELD FOR SALE
Intangible liabilities, net	(182)
Total liabilities held for sale, net	$	(182)

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of ~~March~~June 3130, 2025, the Company held ownership interests in nine unconsolidated real estate ventures, with a net aggregate investment balance of $~~570~~555.45 million. As of ~~March~~June 3130, 2025, four of the real estate ventures owned properties (directly or through leasehold interests) that contained an aggregate of approximately 4.31 million net rentable square feet of office space; one of the real estate ventures directly owns one property with 341 rentable residential units; one of the real estate ventures directly owns a mixed use building featuring 0.2 million square feet of office space and 326 rentable residential units; two of the real estate ventures owned 1.4 acres of land held for development; and one of the real estate ventures owned land in active development.

The Company accounts for its interests in the unconsolidated real estate ventures, which range 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.

The Company earned management fees from the unconsolidated real estate ventures of $1.02 million and $1.9 million for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $2.6 million and $3.7 million for the six months ended June 30, 2025 and 2024, respectively.

The Company earned leasing commissions from the unconsolidated real estate ventures of $10.56 million and $0.69 million for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $2.1 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively.

The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $56.86 million and $5.0 million as of ~~March~~ June 3130, 2025 and December 31, 2024, respectively.

The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures.

The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of March 31, 2025 and December 31, 2024 (in thousands):

	March 31, 2025		December 31, 2024
Net property	$	1,646,618	$	1,641,085
Other assets	238,568		238,406
Other liabilities	111,963		107,801
Debt, net	759,750		752,325
Equity (a)	1,013,473		1,019,365

(a)This amount does not include the effect of the basis difference between the Company’s historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third-party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.

The following is a summary of results of operations of the unconsolidated real estate ventures in which the Company held interests during the three-month periods ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
		2025 (a)		2024
Revenue		$	42,551	$	45,949
Operating expenses		(16,662)		(24,881)
Interest expense, net		(14,908)		(17,363)
Depreciation and amortization		(17,267)		(20,889)
Loss on property disposition		—		(490)
Net loss		$	(6,286)	$	(17,674)
Ownership interest %		Various		Various
Company's share of net loss		$	(10,306)	$	(13,814)
Basis adjustments and other		(205)		226
Equity in loss of unconsolidated real estate ventures		$	(10,511)	$	(13,588)

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~~Metro~~The ~~Portfolio~~following ~~Venture,~~is ~~LLC~~a ~~after~~summary ~~March~~of ~~31,~~the ~~2024~~financial ~~and~~position ~~has~~of nothe ~~further~~unconsolidated ~~investments~~real inestate ~~Herndon~~ventures ~~Innovation~~in ~~Center~~which asthe ~~of December 31, 2024. The~~ Company ~~discontinued~~held ~~applying~~interests ~~the~~as ~~equity method~~ of ~~accounting on the New MAP Venture after~~ June 30, ~~2024.~~2025 Asand ~~of June 30~~December 31, 2024, ~~the Company's investment~~ (in ~~the New MAP Venture was zero, and the Company discontinued applying the equity method of accounting on the New MAP Venture.~~ thousands):

KB JV


	June 30, 2025		December 31, 2024
Net property	$	1,634,563	$	1,641,085
Other assets	232,441		238,406
Other liabilities	112,997		107,801
Debt, net	752,027		752,325
Equity (a)	1,001,980		1,019,365

On(a)This ~~June~~amount ~~28,~~does ~~2024,~~not include the ~~Company~~effect ~~formed~~of anthe ~~unconsolidated~~basis ~~real~~difference ~~estate~~between ~~venture, KB JV, LLC (~~the ~~"KB~~Company’s ~~JV"),~~historical ~~which~~cost ~~acquired~~basis ~~leasehold~~and ~~interests~~the inbasis 14recorded ~~properties,~~at ~~located~~the ~~in Richmond, Virginia, from a different unconsolidated~~ real estate venture ~~of the Company~~level, ~~the~~which ~~MAP~~is ~~Venture,~~typically ~~for~~amortized ~~$26.0 million. The~~over ~~Company~~the ~~and~~life anof ~~unaffiliated~~the ~~third~~related ~~party~~assets ~~each~~and ~~owned~~liabilities. aBasis ~~50%~~differentials ~~equity~~occur ~~interest~~from in the KBimpairment JVof ~~and~~investments, ~~the~~purchases ~~portfolio~~of ~~assets~~third-party ~~were~~interests ~~unencumbered~~in byexisting ~~third~~real ~~party~~estate ~~debt.~~ventures Inand ~~connection~~upon ~~with~~ the ~~formation~~transfer of KBassets JVthat ~~and~~were ~~its~~previously ~~purchase~~owned ofby the 14Company ~~properties,~~into ~~the~~a KBreal JVestate ~~loaned $13~~venture.~~0 million~~ toIn ~~the~~addition, ~~Company.~~certain ~~The~~acquisition, ~~loan~~transaction ~~from~~and ~~the~~other KBcosts JVmay ~~was~~not ~~classified~~be ~~within~~reflected ~~“Unsecured~~in ~~term~~the ~~loans,~~ net” onassets at the ~~consolidated~~real ~~balance~~estate ~~sheet~~venture level.

OnThe ~~December~~following ~~20,~~is ~~2024,~~a ~~the~~summary KBof JVresults ~~sold~~of ~~its~~operations ~~entire~~of ~~interest in~~ the 14unconsolidated ~~properties~~real ~~for~~estate ~~$66.8 million,~~ventures ~~generating~~in ~~approximately~~which ~~$15.5 million of net proceeds to~~ the Company ~~for~~held ~~its~~interests ~~50%~~during ~~ownership interest in~~ the KBthree ~~JV,~~and ~~after repayment of the above~~six-~~referenced~~month ~~$13.0 million~~periods ~~loan.~~ended ~~As of March 31~~June 30, 2025, ~~the KB JV has ceased operations~~ and ~~the~~2024 ~~Company has no further investments~~ (in ~~the KB JV.~~thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025 (a)		2024		2025 (a)		2024
Revenue	$	38,731	$	43,944	$	81,282	$	89,893
Operating expenses	(16,295)		(25,424)		(32,957)		(50,305)
Interest expense, net	(14,787)		(15,587)		(29,695)		(32,950)
Depreciation and amortization	(15,003)		(19,092)		(32,270)		(39,981)

Loss on property disposition	(474)		—		(474)		(490)


Net loss	$	(7,828)	$	(16,159)	$	(14,114)	$	(33,833)
Ownership interest %	Various		Various		Various		Various
Company's share of net loss	$	(15,234)	$	(14,073)	$	(25,540)	$	(27,881)

Basis adjustments and other	402		(434)		197		(214)
Equity in loss of unconsolidated real estate ventures	$	(14,832)	$	(14,507)	$	(25,343)	$	(28,095)

(a)Excludes amounts related to the Herndon Innovation Center Metro Portfolio Venture, LLC and the New MAP Venture as the Company discontinued applying the equity method of accounting. The Company discontinued applying the equity method of accounting on the Herndon Innovation Center Metro Portfolio Venture, LLC after March 31, 2024 and has no further investments in Herndon Innovation Center as of December 31, 2024. The Company discontinued applying the equity method of accounting on the New MAP Venture after June 30, 2024. As of June 30, 2024, the Company's investment in the New MAP Venture was zero, and the Company discontinued applying the equity method of accounting on the New MAP Venture.

5. LEASES

Lessor Accounting

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended ~~March~~June 3130, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
Lease Revenue	2025		2024		2025		2024
Fixed contractual payments	$	87,~~281~~636	$	9291,~~213~~993	$	175,050	$	184,206
Variable lease payments	2423,~~249~~584		2423,~~198~~204		47,834		47,402
Total	$	111,~~530~~220	$	~~116~~115,~~411~~197	$	222,884	$	231,608

6. INTANGIBLE ASSETS AND LIABILITIES

As of March 31, 2025 and December 31, 2024, the Company’s intangible assets/liabilities were comprised of the following (in thousands):

	March 31, 2025
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	15,794	$	(10,837)	$	4,957
Tenant relationship value	110		(58)		52
Above market leases acquired	75		(56)		19
Total intangible assets, net	$	15,979	$	(10,951)	$	5,028
	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	16,412	$	(9,332)	$	7,080

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6. INTANGIBLE ASSETS AND LIABILITIES

As of June 30, 2025 and December 31, 2024, the Company’s intangible assets/liabilities were comprised of the following (in thousands):


	June 30, 2025
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	12,863	$	(8,709)	$	4,154
Tenant relationship value	110		(59)		51
Above market leases acquired	75		(58)		17


Total intangible assets, net	$	13,048	$	(8,826)	$	4,222

	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	15,038	$	(8,337)	$	6,701


	December 31, 2024
	Total Cost		Accumulated Amortization		Intangible Assets, net
Intangible assets, net:
In-place lease value	$	15,794	$	(10,363)	$	5,431
Tenant relationship value	110		(57)		53
Above market leases acquired	75		(54)		21


Total intangible assets, net	$	15,979	$	(10,474)	$	5,505

	Total Cost		Accumulated Amortization		Intangible Liabilities, net
Intangible liabilities, net:
Below market leases acquired	$	16,413	$	(9,121)	$	7,292

As of ~~March~~June 3130, 2025, the Company’s annual amortization for its intangible assets/liabilities, assuming no early lease terminations, was as follows (dollars in thousands):

	Assets		Liabilities
2025 (nine months remaining)	$	1,216	$	630
2025 (six months remaining)	$	547	$	327
2026	~~813~~676		~~722~~646
2027	570		618
2028	253		533
2029	253		533
Thereafter	1,923		4,044
Total	$	54,~~028~~222	$	76,~~080~~701

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7. DEBT OBLIGATIONS

The following table sets forth information regarding the Company’s consolidated debt obligations outstanding as of ~~March~~June 3130, 2025 and December 31, 2024 (in thousands):

	March 31, 2025		December 31, 2024		EffectiveInterest Rate		MaturityDate
	June 30, 2025		December 31, 2024		EffectiveInterest Rate		MaturityDate
SECURED DEBT:
$245.0M 5.88% Secured Term Loan due 2028	$	245,000	$	245,000	5.88%		February 2028
$50.0M Construction Loan due 2026	38,373		32,734		SOFR + 2.50%		August 2026
$50.0M Construction Loan due 2026 (e)	43,370		32,734		SOFR + 2.50%		August 2026
Principal balance outstanding	~~283~~288,~~373~~370		277,734
Less: deferred financing costs	(2,~~207~~018)		(2,396)
Total Secured indebtedness	$	~~281~~286,~~166~~352	$	275,338
UNSECURED DEBT
$600.0M Unsecured Credit Facility	$	~~65,000~~—	$	—	SOFR + 1.50%		June 2027	(a)
Term Loan - Swapped to fixed	250,000		250,000		SOFR + 1.70%	(b)	June 2027	(a)
$70.0M Term Loan	—		70,000		SOFR + 2.00%		February 2025	(a)
$450.0M 3.95% Guaranteed Notes due 2027	450,000		450,000		4.03%		November 2027
$350.0M 8.30% Guaranteed Notes due 2028	350,000		350,000		8.48%	(c)	March 2028
$350.0M 4.55% Guaranteed Notes due 2029	350,000		350,000		4.30%		October 2029
$400.0M 8.875% Guaranteed Notes due 2029	400,000		400,000		8.97%		April 2029
$550.0M 8.875% Guaranteed Notes due 2029	550,000		400,000		8.52%		April 2029
Indenture IA (Preferred Trust I)	27,062		27,062		SOFR + 1.51	(d)	March 2035
Indenture IB (Preferred Trust I)	25,774		25,774		SOFR + 1.51	(d)	April 2035
Indenture II (Preferred Trust II)	25,774		25,774		SOFR + 1.51	(d)	July 2035
Principal balance outstanding	12,~~943~~028,610		1,948,610
Plus: original issue premium (discount), net	$	~~(424)~~8,695	$	(544)
Less: deferred financing costs	(911,~~842~~268)		(10,590)
Total unsecured indebtedness	$	12,~~933~~026,~~344~~037	$	1,937,476
Total Debt Obligations	$	2,~~214~~312,~~510~~389	$	2,212,814

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

(b)On November 23, 2022, the $250.0 million unsecured term loan was swapped to a fixed rate. At ~~March 31~~June 30, 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.

(c)During the third quarter of 2023, Moody’s downgraded the Company's senior unsecured credit rating from Baa3 to Ba1. As a result of the downgrade, the interest rate on the Company's 7.55% Guaranteed Notes due 2028 (the "2028 Notes") increased 25 basis points in September 2023 due to the coupon adjustment provisions within the 2028 Notes. During the first quarter of 2024, S&P downgraded the Company's senior unsecured credit rating from BBB- to BB+. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. During the second quarter of 2024, Moody's downgraded the Company's senior unsecured credit rating from Ba1 to Ba2. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30% in April 2024 due to the coupon adjustment provisions within the 2028 Notes.

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

~~The Company utilizes borrowings under its unsecured credit facility~~ (~~the “Unsecured Credit Facility”~~e)On ~~for~~July ~~general business purposes~~23, ~~including to fund costs of acquisitions~~2025, ~~developments~~we ~~and~~repaid ~~redevelopments~~our ofconstruction ~~properties,~~loan ~~and~~related to ~~fund~~155 ~~share~~King ~~repurchases and repay other debt. The Unsecured Credit Facility provides for borrowings~~ of upPrussia toRoad ~~$600.0 million and the per annum variable interest rate on borrowings is SOFR plus 1.40% plus a spread adjustment of 0.10%. The interest rate and facility fee are subject to adjustment upon a change~~ in ~~the Company’s unsecured debt ratings. During the three months ended March 31~~Radnor, ~~2025, the weighted-average interest rate on Unsecured Credit Facility borrowings was 5~~Pennsylvania.~~83%, resulting in $0.4 million of interest expense for such period.~~

The Company utilizes borrowings under its unsecured credit facility (the “Unsecured ~~Term~~Credit ~~Loan~~Facility”) for general business purposes, including to fund costs of acquisitions, developments and redevelopments of properties, and to fund share repurchases and repay other debt. The Unsecured Credit Facility provides for borrowings of up to $600.0 million and the per annum variable interest rate on borrowings is SOFR plus 1.40% plus a spread adjustment of 0.10%. The interest rate and facility fee are subject to adjustment upon a change in the Company’s unsecured debt ratings. During the six months ended June 30, 2025, the weighted-average interest rate on Unsecured Credit Facility borrowings was 5.86%, resulting in $1.7 million of interest expense for such period.

On ~~March~~June 127, ~~2023~~2025, the ~~Company~~Operating ~~entered~~Partnership ~~into~~completed an ~~unsecured~~underwritten ~~one-year~~offering ~~term~~and ~~loan~~sale ~~agreement~~of in$150.0 million ~~the~~of ~~aggregate~~its ~~principal~~8.875% ~~amount~~Guaranteed ofNotes ~~$70.0~~due ~~million~~2029 (the ~~“2023~~"Additional ~~Term~~2029 ~~Loan”~~Notes"). The ~~2023~~Additional ~~Term~~2029 ~~Loan~~Notes ~~was~~form ~~scheduled~~part toof ~~mature~~the onsame ~~February~~series ~~28,~~as ~~2024~~the Operating Partnership's outstanding 8.875% InGuaranteed ~~January~~Notes ~~2024,~~due 2029 (the ~~Company~~"Initial ~~executed~~2029 ~~its~~Notes"), ~~option~~and, tofollowing ~~extend~~the ~~for~~issuance anand ~~additional~~sale ~~twelve~~of ~~months~~the toAdditional ~~February~~2029 28Notes on June 27, 2025, ~~upon~~$550 million ~~customary~~aggregate ~~terms~~principal ~~and~~amount ~~conditions~~of the Operating Partnership's 8.875% ~~The~~Guaranteed ~~2023~~Notes ~~Term~~due ~~Loan~~2029 ~~bore~~are ~~interest~~outstanding. atThe ~~Daily~~Additional ~~Simple~~2029 ~~SOFR~~Notes ~~plus~~were ~~1.90~~priced at 106% ~~with~~of atheir 0face amount.~~10%~~ ~~SOFR~~The ~~adjustment~~Additional ~~per~~2029 ~~year~~Notes ~~and~~have ~~was~~been ~~interest-only~~reflected ~~(payable~~net ~~monthly)~~of ~~through~~premiums ~~the~~of ~~maturity date~~$9. ~~The~~0 million, ~~Company~~in ~~repaid~~ the ~~loan~~consolidated onbalance ~~its~~sheets ~~maturity~~as ~~date~~ of ~~February~~June 2830, 2025.

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Additional Information on Unsecured and Secured Consolidated Debt

The Parent Company unconditionally guarantees the unsecured debt obligations of the Operating Partnership (or is a co-borrower with the Operating Partnership) but does not by itself incur unsecured indebtedness. The Parent Company has no material assets other than its investment in the Operating Partnership.

The Company was in compliance with all financial covenants as of ~~March~~June 3130, 2025. Certain of the covenants restrict the Company’s ability to obtain alternative sources of capital.

As of ~~March~~June 3130, 2025, the aggregate scheduled principal payments on the Company’s consolidated debt obligations (secured and unsecured) were as follows (in thousands):

2025 (nine months remaining)	$	—
2025 (six months remaining)	$	—
2026	3843,~~373~~370
2027	~~765~~700,000
2028	595,000
2029	~~750~~900,000
Thereafter	78,610
Total principal payments	2,~~226~~316,~~983~~980
Net unamortized premiums/(discounts)	~~(424)~~8,695
Net deferred financing costs	(1213,~~049~~286)
Outstanding indebtedness	$	2,~~214~~312,~~510~~389

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial assets and liabilities recorded on the Company's consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;

•Level 2 inputs are inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

•Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information.

The Company determined the fair values disclosed below using available market information and discounted cash flow analyses as of ~~March~~June 3130, 2025 and December 31, 2024, respectively. The discount rate used in calculating fair value is the sum of the current risk free rate and the risk premium on the date of measurement of the instruments or obligations. Considerable judgment is necessary to interpret market data and to develop the related estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize upon disposition. The use of different estimates and valuation methodologies may have a material effect on the fair value amounts shown. The Company believes that the carrying amounts reflected in the consolidated balance sheets at ~~March~~June 3130, 2025 and December 31, 2024 approximate the fair values for cash and cash equivalents, accounts receivable, other assets and liabilities, accounts payable and accrued expenses because they are short-term in duration. The following are financial instruments for which the Company’s estimates of fair value differ from the carrying amounts (in thousands):

March 31, 2025

December 31, 2024

June 30, 2025

December 31, 2024

Carrying Amount (a)

Fair Value

Carrying Amount (a)

Fair Value

Unsecured notes payable

1,~~540~~698,~~650~~241

1,~~524~~731,~~665~~135

1,539,917

1,537,210

Variable rate debt

~~431~~371,~~067~~166

~~407~~351,~~769~~242

430,293

403,880

Fixed rate debt

242,~~793~~982

235,~~727~~520

242,605

232,804

(a)Net of deferred financing costs of $810.95 million and $9.5 million for unsecured notes payable, $0.98 million and $1.1 million for variable rate debt and $2.20 million and $2.4 million for secured fixed rate debt as of ~~March~~June 3130, 2025 and December 31, 2024.

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The Company used quoted market prices as of ~~March~~June 3130, 2025 and December 31, 2024 to value the unsecured notes payable and, as such, categorized them as Level 2.

The inputs utilized to determine the fair value of the Company’s variable rate and fixed rate debt are categorized as Level 3. The fair value of the variable rate 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. Conversely, a decrease in the discount rate would result in an increase to the fair value.

Disclosure about the fair value of financial instruments is based upon pertinent information available to management as of ~~March~~June 3130, 2025 and December 31, 2024. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since ~~March~~June 3130, 2025. Current estimates of fair value may differ from the amounts presented herein.

9. DERIVATIVE FINANCIAL INSTRUMENTS

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of ~~March~~June 3130, 2025 and December 31, 2024. The notional amounts provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks (amounts presented in thousands).

Hedge Product	Hedge Type	Designation		Notional Amount				Strike		Trade Date	Maturity Date	Fair value
				3/31/2025		12/31/2024						3/31/2025		12/31/2024
				6/30/2025		12/31/2024						6/30/2025		12/31/2024
Assets
Swap	Interest Rate	Cash Flow	(a)	$	~~27,062~~—	$	27,062	3.629	%	January 12, 2024	December 30, 2026	$	40—	$	206
Swap	Interest Rate	Cash Flow	(a)	—		250,000		3.713	%	November 23, 2022	June 30, 2027	—		1,666
Swap	Interest Rate	Cash Flow	(a)	—		51,548		3.725	%	January 12, 2024	January 30, 2027	—		313
Liabilities
Swap	Interest Rate	Cash Flow	(a)	$	250,000	—		3.713	%	November 23, 2022	June 30, 2027	$	(~~382~~1,301)	$	—
Swap	Interest Rate	Cash Flow	(a)	5127,~~548~~062		—		3.~~725~~629	%	January 12, 2024	~~January~~December 30, ~~2027~~2026	(2521)		—
Swap	Interest Rate	Cash Flow	(a)	51,548		—		3.725	%	January 12, 2024	January 30, 2027	(143)		—
				$	328,610	$	328,610

(a)Hedging unsecured variable rate debt.

The Company measures its derivative instruments at fair value and records them in “Other assets” and “Other liabilities” on the Company’s consolidated balance sheets.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that the inputs utilized to determine the fair value of derivative instruments are classified in Level 2 of the fair value hierarchy.

10. LIMITED PARTNERS’ NONCONTROLLING INTERESTS IN THE PARENT COMPANY

Noncontrolling interests in the Parent Company’s financial statements relate to redeemable common limited partnership interests in the Operating Partnership held by parties other than the Parent Company and properties which are consolidated but not wholly-owned by the Operating Partnership.

Operating Partnership

The aggregate book value of the noncontrolling interests associated with the redeemable common limited partnership units in the accompanying consolidated balance sheet of the Parent Company was $32.07 million and $3.1 million as of ~~March~~June 3130, 2025 and December 31, 2024, respectively. Under the applicable accounting guidance, the redemption value of the redeemable common ~~limited partnership units is carried at fair value. The aggregate settlement value of these units (based on the number of~~

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limited partnership units is carried at fair value. 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 ended ~~March~~June 3130, 2025) was approximately $2.32 million and $2.9 million as of ~~March~~June 3130, 2025 and December 31, 2024, respectively.

11. BENEFICIARIES’ EQUITY OF THE PARENT COMPANY

Earnings per Share (EPS)

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Three Months Ended March 31,
	Three Months Ended June 30,
	2025				2024
	Basic		Diluted		Basic		Diluted
Numerator
Net loss	$	(27,056)	$	(27,056)	$	(16,414)	$	(16,414)
Net income (loss)	$	(88,936)	$	(88,936)	$	30,267	$	30,267
Net loss attributable to noncontrolling interests	81		81		46		46
Net (income) loss attributable to noncontrolling interests	267		267		(94)		(94)
Nonforfeitable dividends allocated to unvested restricted shareholders	(~~429~~322)		(~~429~~322)		(~~336~~277)		(~~336~~277)
Net loss attributable to common shareholders	$	(27,404)	$	(27,404)	$	(16,704)	$	(16,704)
Net income (loss) attributable to common shareholders	$	(88,991)	$	(88,991)	$	29,896	$	29,896
Denominator
Weighted-average shares outstanding	~~172~~173,~~915~~532,~~482~~583		~~172~~173,~~915~~532,~~482~~583		172,~~207~~563,~~037~~136		172,~~207~~563,~~037~~136
Weighted-average shares outstanding	172,915,482		172,915,482		172,207,037		172,207,037
Contingent securities/Share based compensation	—		—		—		2,132,515
Loss per Common Share:
Weighted-average shares outstanding	173,532,583		173,532,583		172,563,136		174,695,651
Net loss attributable to common shareholders	$	(0.16)	$	(0.16)	$	(0.10)	$	(0.10)
Earnings (loss) per Common Share:
Net income (loss) attributable to common shareholders	$	(0.51)	$	(0.51)	$	0.17	$	0.17

Redeemable common limited partnership units totaling 515,595 at March 31, 2025 and March 31, 2024 were excluded from the diluted earnings per share computations because they are not dilutive.


	Six Months Ended June 30,
	2025				2024
	Basic		Diluted		Basic		Diluted
Numerator
Net income (loss)	$	(115,992)	$	(115,992)	$	13,853	$	13,853
Net (income) loss attributable to noncontrolling interests	348		348		(48)		(48)
Nonforfeitable dividends allocated to unvested restricted shareholders	(751)		(751)		(613)		(613)


Net income (loss) attributable to common shareholders	$	(116,395)	$	(116,395)	$	13,192	$	13,192
Denominator
Weighted-average shares outstanding	173,225,737		173,225,737		172,385,087		172,385,087
Contingent securities/Share based compensation	—		—		—		1,957,064
Weighted-average shares outstanding	173,225,737		173,225,737		172,385,087		174,342,151
Earnings (loss) per Common Share:
Net income (loss) attributable to common shareholders	$	(0.67)	$	(0.67)	$	0.08	$	0.08

~~Unvested~~Redeemable ~~restricted~~common ~~shares~~limited ~~are~~partnership ~~considered~~units ~~participating~~totaling ~~securities~~515,595 ~~which~~at ~~require the use of the two-class method for the computation of basic and diluted earnings per share. For the three months ended March~~June 3130, 2025 and ~~2024~~June 30, ~~earnings~~2024 ~~representing nonforfeitable dividends as noted in the table above~~ were ~~allocated~~excluded tofrom the ~~unvested~~diluted ~~restricted~~earnings ~~shares~~per ~~issued~~share tocomputations ~~the~~because ~~Company’s~~they ~~executives~~are ~~and~~not ~~other employees under the Company’s shareholder-approved long-term equity incentive plan~~dilutive.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the three and six months ended June 30, 2025 and 2024, earnings representing nonforfeitable dividends as noted in the table above were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company’s shareholder-approved long-term equity incentive plan.

Common Shares

On ~~February~~May 1921, 2025, the Parent Company declared a distribution of $0.15 per common share, totaling $26.5 million, which was paid on ~~April~~July 17, 2025 to shareholders of record as of ~~April~~July 32, 2025.

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase its common shares. On January 3, 2019, the Board of Trustees authorized the repurchase of up to $150.0 million of the Company's common shares from and after January 3, 2019. During the ~~three~~six months ended ~~March~~June 3130, 2025 and ~~March~~June 3130, 2024, the Company did not repurchase any common shares under the program.

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12. PARTNERS’ EQUITY OF THE PARENT COMPANY

Earnings per Common Partnership Unit

The following table details the number of units and net income used to calculate basic and diluted earnings per common partnership unit (in thousands, except unit and per unit amounts; results may not add due to rounding):

	Three Months Ended March 31,
	Three Months Ended June 30,
	2025				2024
	Basic		Diluted		Basic		Diluted
Numerator
Net loss	$	(27,056)	$	(27,056)	$	(16,414)	$	(16,414)
Net income (loss)	$	(88,936)	$	(88,936)	$	30,267	$	30,267
Net income attributable to noncontrolling interests	—		—		(3)		(3)
Nonforfeitable dividends allocated to unvested restricted unitholders	(~~429~~322)		(~~429~~322)		(~~336~~277)		(~~336~~277)
Net loss attributable to common unitholders	$	(27,485)	$	(27,485)	$	(16,753)	$	(16,753)
Net income (loss) attributable to common unitholders	$	(89,258)	$	(89,258)	$	29,987	$	29,987
Denominator
Total weighted-average units outstanding	173,431,077		173,431,077		172,722,632		172,722,632
Weighted-average units outstanding	174,048,178		174,048,178		173,078,731		173,078,731
Loss per Common Partnership Unit:
Contingent securities/Share based compensation	—		—		—		2,132,515
Net loss attributable to common unitholders	$	(0.16)	$	(0.16)	$	(0.10)	$	(0.10)
Total weighted-average units outstanding	174,048,178		174,048,178		173,078,731		175,211,246
Earnings (loss) per Common Partnership Unit:
Net income (loss) attributable to common unitholders	$	(0.51)	$	(0.51)	$	0.17	$	0.17

Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the three months ended March 31, 2025 and 2024, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan.


	Six Months Ended June 30,
	2025				2024
	Basic		Diluted		Basic		Diluted
Numerator
Net income (loss)	$	(115,992)	$	(115,992)	$	13,853	$	13,853
Net income attributable to noncontrolling interests	—		—		(6)		(6)
Nonforfeitable dividends allocated to unvested restricted unitholders	(751)		(751)		(613)		(613)


Net income (loss) attributable to common unitholders	$	(116,743)	$	(116,743)	$	13,234	$	13,234
Denominator
Weighted-average units outstanding	173,741,332		173,741,332		172,900,681		172,900,681
Contingent securities/Share based compensation	—		—		—		1,957,064
Total weighted-average units outstanding	173,741,332		173,741,332		172,900,681		174,857,745
Earnings (loss) per Common Partnership Unit:
Net income (loss) attributable to common unitholders	$	(0.67)	$	(0.67)	$	0.08	$	0.08

Unvested restricted units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per unit. For the three and six months ended June 30, 2025 and 2024, earnings representing nonforfeitable dividends were allocated to the unvested restricted units issued to the Parent Company’s executives and other employees under the Parent Company’s shareholder-approved long-term incentive plan.

Common Partnership Units

On ~~February~~May 1921, 2025, the Operating Partnership declared a distribution of $0.15 per common partnership unit, totaling $026.15 million, which was paid on ~~April~~July 17, 2025 to unitholders of record as of ~~April~~July 32, 2025.

In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the ~~three~~six months ended ~~March~~June 3130, 2025 and ~~March~~June 3130, 2024, the Company did not repurchase any units under the program.

13. ~~SHARE~~SEGMENT ~~BASED~~INFORMATION ~~COMPENSATION~~

~~Restricted~~As ~~Share~~of ~~Unit~~June 30, ~~Awards~~2025, the Company owned and managed properties within four segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas and (4) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the

As of March 31, 2025, 2,857,692 restricted share rights and units (“Restricted Share Units”) were outstanding under the Company’s long term equity incentive plan. These Restricted Share Units vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at March 31, 2025 was $2.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.43 years. During the three months ended March 31, 2025 and 2024, the amortization related to outstanding Restricted Share Units was $4.1 million (of which $0.6 million was capitalized) and $3.9 million (of which $0.7 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Units is included in general and administrative expense.

The following table summarizes the Company’s Restricted Share Units activity during the three months ended March 31, 2025:

	Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2025	1,783,508	$	5.13
Granted	1,117,454	$	4.88
Vested	(28,583)	$	5.85
Forfeited	(14,687)	$	5.44
Non-vested at March 31, 2025	2,857,692	$	5.03

On February 28, 2025, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 995,552 Restricted Share Units, which vest over three years from the grant date. Each Restricted Share Unit entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the

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~~Restricted~~City ~~Share~~of ~~Units~~Austin, ~~prior to the settlement date~~Texas. ~~Vesting~~The ~~and/or~~Other ~~settlement~~segment ~~would~~includes ~~accelerate~~properties iflocated in the ~~recipient~~District of ~~the~~Columbia, ~~award~~Northern ~~were~~Virginia, toSouthern ~~die~~Maryland, ~~become~~Camden ~~disabled or~~County, inNew ~~the~~Jersey ~~case~~and ofNew ~~certain~~Castle ~~of such Restricted Share Units~~County, ~~retire~~Delaware. inIn aaddition ~~qualifying retirement prior~~ to the ~~vesting~~four orsegments, ~~settlement date. Qualifying retirement generally means~~ the ~~recipient’s~~corporate ~~voluntary~~group ~~termination~~is ofresponsible ~~employment~~for ~~after~~cash ~~reaching at least age 57~~ and ~~accumulating~~investment atmanagement, ~~least~~development/redevelopment 15of ~~years~~certain ofreal ~~service~~estate ~~with~~properties during the ~~Company.~~construction ~~In addition~~period, ~~vesting~~and ~~would~~certain ~~also~~other ~~accelerate~~general ifsupport ~~the~~functions. ~~Parent~~Land ~~Company~~held ~~were~~for todevelopment ~~undergo~~and aconstruction ~~change~~in ofprogress ~~control~~is ~~and,~~transferred onto oroperating ~~before~~properties ~~the~~by ~~first~~region ~~anniversary~~upon ofcompletion ~~the change~~ of ~~control,~~ the ~~recipient’s~~associated ~~employment~~construction ~~were to cease due to a termination without cause~~ or ~~resignation with good reason~~project.

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 earnings-based targets and capital markets based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 2,170,708, 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 March 31, 2025, the Company has not recognized any compensation expense related to the outperformance feature for the 2025 awards and has recognized $5.7 million, $4.2 million and $2.1 million related to the outperformance feature for the 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.

In addition, on February 28, 2025, the Compensation Committee awarded non-officer employees an aggregate of 122,926 Restricted Share Units that generally vest in three equal annual installments. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.

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

Restricted Performance Share Unit Awards

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement varying between zero and 200%, with respect to the 2023 award, 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. 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”). For the 2025 and 2024 awards, the number of common shares issuable is determined based on the Company’s achievement of certain operating metrics during three one-year performance periods, subject to further adjustment based on Relative TSR for the three-year term of the award. The table below presents certain information as to unvested RPSU awards.

	RPSU Awarded Date
	2/16/2023		2/26/2024		2/28/2025		Total
(Amounts below in shares, unless otherwise noted)
Non-vested at January 1, 2025	999,887		375,968		—		1,375,855
Granted	—		375,968		331,851		707,819
Units Vested	(11,185)		—		—		(11,185)
Units Cancelled	(10,699)		—		—		(10,699)
Non-vested at March 31, 2025	978,003		751,936		331,851		2,061,790
Measurement Period Commencement Date	1/1/2023		1/1/2024		1/1/2025
Measurement Period End Date	12/31/2025		12/31/2026		12/31/2027
Awarded Units	1,057,173		1,251,803		995,552
Fair Value of Units on Awarded Date (in thousands)	$	7,125	$	5,145	$	4,858

The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three-year performance period. If an award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at subsequent reporting dates until all of the award’s key terms

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and conditions are known and the grant date is established. We amortize awards with performance conditions using the graded expense method for retirement eligible employees.

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.

For 2024 and 2025 awards, the Company awarded 1,251,803 and 995,552 RPSUs of which 375,968 and 331,851 are treated as granted in 2025, respectively. The determination and delivery of earned shares will be accelerated in the event of a change in control or the award recipient’s death before the end of the full three-year term of the award. If the award recipient’s service ceases due to his or her qualifying retirement or disability during the term of the award, the award will remain outstanding and be earned based on actual performance for the full term of the award, subject to pro-ration based on the portion of the term actually worked. Dividend equivalents will be credited as additional RPSUs during the term of the awards, subject to the same terms and conditions as the original RPSUs.

For the three months ended March 31, 2025, the Company recognized amortization of the 2025, 2024 and 2023 RPSU awards of $2.2 million, of which $0.0 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2024, amortization for the 2024, 2023 and 2022 RPSU awards was $1.4 million, of which $0.2 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.

The remaining compensation expense to be recognized with respect to the non-vested RPSUs at March 31, 2025 was approximately $9.1 million and is expected to be recognized over a weighted average remaining vesting period of 1.9 years.

The Company issued 364,588 common shares on February 1, 2025 in settlement of RPSUs that had been awarded on March 3, 2022 (with a three-year measurement period ended December 31, 2024). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on January 23, 2025.

14. SEGMENT INFORMATION

As of March 31, 2025, the Company owns and manages properties within four segments: (1) Philadelphia Central Business District (“Philadelphia CBD”), (2) Pennsylvania Suburbs, (3) Austin, Texas and (4) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware, and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Other segment includes properties located in the District of Columbia, Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware. In addition to the four segments, the corporate group is responsible for cash and investment management, development/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.

The Company’s segments are based on the Company’s method of internal reporting, which classifies the Company's operations by geographic area. The following tables provide selected asset information and results of operations of the Company’s reportable segments (in thousands):


Real estate investments, at cost:
	June 30, 2025		December 31, 2024
Philadelphia CBD	$	1,580,520	$	1,556,696
Pennsylvania Suburbs	882,593		869,179
Austin, Texas	515,024		671,150
Total Core Segments	2,978,137		3,097,025
Other	282,360		277,755
Operating properties	$	3,260,497	$	3,374,780
Assets held for sale	58,801		—
Total	$	3,319,298	$	3,374,780

Corporate
Right of use asset - operating leases, net	$	18,108	$	18,412
Construction-in-progress	$	90,950	$	94,628
Land held for development	$	74,541	$	81,318
Prepaid leasehold interests in land held for development, net	$	27,762	$	27,762

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Real estate investments, at cost:
	March 31, 2025		December 31, 2024
Philadelphia CBD	$	1,578,547	$	1,556,696
Pennsylvania Suburbs	875,479		869,179
Austin, Texas	668,562		671,150
Total Core Segments	3,122,588		3,097,025
Other	282,460		277,755
Operating properties	$	3,405,048	$	3,374,780
Corporate
Right of use asset - operating leases, net	$	18,259	$	18,412
Construction-in-progress	$	78,021	$	94,628
Land held for development	$	82,536	$	81,318
Prepaid leasehold interests in land held for development, net	$	27,762	$	27,762

Net operating income:

Three Months Ended March 31,

Three Months Ended June 30,

2025

2024

Total revenue

Operating expenses (a)

Net operating income

Total revenue

Operating expenses (a)

Net operating income

Philadelphia CBD

5556,~~388~~683

(20,~~631~~372)

3436,~~757~~311

5556,~~988~~723

(19,~~882~~071)

3637,~~106~~652

Pennsylvania Suburbs

31,~~931~~310

(109,~~055~~963)

21,~~876~~347

3231,~~019~~666

(9,~~359~~897)

2221,~~660~~769

Austin, Texas

18,~~151~~499

(7,~~767~~785)

10,~~384~~714

2322,~~255~~154

(98,~~013~~834)

1413,~~242~~320

Other

109,~~523~~995

(54,~~224~~380)

5,~~299~~615

10,~~968~~308

(5,~~462~~132)

5,~~506~~176

Corporate

54,~~523~~084

(32,~~914~~856)

1,~~609~~228

4,~~254~~495

(3,~~698~~380)

~~556~~1,115

Operating properties

~~121~~120,~~516~~571

(4745,~~591~~356)

7375,~~925~~215

~~126~~125,~~484~~346

(4746,~~414~~314)

79,~~070~~032


	Six Months Ended June 30,
	2025						2024
	Total revenue		Operating expenses (a)		Net operating income		Total revenue		Operating expenses (a)		Net operating income
Philadelphia CBD	$	112,071	$	(41,003)	$	71,068	$	112,711	$	(38,953)	$	73,758
Pennsylvania Suburbs	63,241		(20,018)		43,223		63,685		(19,256)		44,429
Austin, Texas	36,650		(15,552)		21,098		45,409		(17,847)		27,562
Other	20,518		(9,604)		10,914		21,276		(10,594)		10,682
Corporate	9,607		(6,770)		2,837		8,749		(7,078)		1,671
Operating properties	$	242,087	$	(92,947)	$	149,140	$	251,830	$	(93,728)	$	158,102

(a)Includes property operating expenses, real estate taxes and third-party management expense.

Unconsolidated real estate ventures:
	Investment in real estate ventures				Equity in income (loss) of real estate ventures
	As of				Three Months Ended March 31,
	March 31, 2025		December 31, 2024		2025		2024
Philadelphia CBD	$	458,335	$	452,334	$	(4,208)	$	(9,613)
Mid-Atlantic Office JV	10,684		10,844		(161)		—
MAP Venture	—		—		—		(3,223)
Austin, Texas	84,500		90,495		(5,888)		—
Other	16,851		16,782		(254)		(752)
Total	$	570,370	$	570,455	$	(10,511)	$	(13,588)

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total revenue less property operating expenses, real estate taxes and third-party management expenses. Property operating expenses that are included in determining NOI consist of costs that are necessary and allocable to our operating properties such as utilities, property-level salaries, repairs and maintenance, property insurance and management fees. General and administrative expenses that are not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management. NOI presented by the Company may not be comparable to NOI reported by other companies that define NOI differently. NOI is the primary measure that is used by the Company’s management to evaluate the operating performance of the Company’s real estate assets by segment. The Company believes NOI provides useful information to investors regarding the financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect

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interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. The Company believes that net income (loss), as defined by GAAP, is the most appropriate earnings measure. The following is a reconciliation of consolidated net income (loss), as defined by GAAP, to consolidated NOI, (in thousands):


Unconsolidated real estate ventures:
	Investment in real estate ventures				Equity in income (loss) of real estate ventures
	As of				Three Months Ended June 30,				Six Months Ended June 30,
	June 30, 2025		December 31, 2024		2025		2024		2025		2024
Philadelphia CBD	$	453,070	$	452,334	$	(7,651)	$	(10,223)	$	(11,859)	$	(19,836)
Mid-Atlantic Office JV	11,119		10,844		436		—		275		(1,693)

MAP Venture	—		—		—		(3,339)		—		(6,562)
Austin, Texas	74,605		90,495		(7,510)		(4)		(13,398)		(4)
Other	16,747		16,782		(107)		(941)		(361)		—
Total	$	555,541	$	570,455	$	(14,832)	$	(14,507)	$	(25,343)	$	(28,095)

	Three Months Ended March 31,
	2025		2024
Net loss	$	(27,056)	$	(16,414)
Plus:
Interest expense	31,845		25,049
Interest expense - amortization of deferred financing costs	1,230		1,091
Depreciation and amortization	44,353		45,042
General and administrative expenses	17,470		11,104
Equity in loss of unconsolidated real estate ventures	10,511		13,588
Less:
Interest and investment income	1,186		421
Income tax provision	—		(2)
Net gain on disposition of real estate	3,059		—
Net gain (loss) on real estate venture transactions	183		(29)
Consolidated net operating income	$	73,925	$	79,070

15. COMMITMENTS AND CONTINGENCIES


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss)	$	(88,936)	$	30,267	$	(115,992)	$	13,853
Plus:
Interest expense	32,345		29,494		64,190		54,543
Interest expense - amortization of deferred financing costs	1,197		1,415		2,427		2,506

Depreciation and amortization	43,762		44,187		88,115		89,229
General and administrative expenses	9,325		8,941		26,795		20,045
Equity in loss of unconsolidated real estate ventures	14,832		14,507		25,343		28,095
Provision for impairment	63,369		6,427		63,369		6,427
Gain on early extinguishment of debt	—		(941)		—		(941)
Less:
Interest and investment income	850		1,512		2,036		1,933
Income tax provision	(85)		(9)		(85)		(11)

Net gain (loss) on disposition of real estate	(86)		—		2,973		—

Net gain on real estate venture transactions	—		53,762		183		53,733

Consolidated net operating income	$	75,215	$	79,032	$	149,140	$	158,102

14. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is involved from time to time in litigation on various matters, including disputes with tenants, vendors and disputes arising out of agreements to purchase or sell properties. Given the nature of the Company’s business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Company will establish reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and when the amount of loss is reasonably estimable. The Company does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

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Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state, and local governments. The Company’s compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Company does not believe it will have a material adverse effect in the future. However, the Company cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Company may acquire.

Debt Guarantees and Equity Funding Commitments

As of ~~March~~June 3130, 2025, the Company’s unconsolidated real estate ventures had aggregate indebtedness of $~~764~~756.10 million. These loans are generally mortgage loans or secured construction loans, most of which are nonrecourse to the Company, except for customary recourse carve-outs. In addition, during construction undertaken by the unconsolidated real estate ventures, including the 3025 JFK Venture, the 3151 Market Street Venture, and the One Uptown Ventures, the Company has provided, and expects to continue to provide, cost overrun and completion guarantees, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements.

In accordance with the agreement with its partner in the 3025 JFK Venture, the Company provided cost overrun and completion guarantees for the project developed by the 3025 JFK Venture. With respect to the $186.7 million construction loan obtained by 3025 JFK Venture on July 23, 2021, which ~~matures~~was originally scheduled to mature on July 22, 2025, ~~(subject~~3025 toJFK aVenture ~~one-year~~extended ~~extension~~the ~~option)~~maturity date to July 22, 2026 and capped the principal balance at the current balance of $178.0 million. The Company has also provided a carry guarantee and limited payment guarantee up to 25% of the principal balance of the ~~$186.7 million~~ construction loan.

31In accordance with the agreement with its partner in the 3151 Market Street Venture, which was formed in July 2022, the Company provided cost overrun and completion guaranties for the development of the project undertaken by this venture. The project was substantially completed in the fourth quarter of 2024. Development costs totaled approximately $317.0 million. As of June 30, 2025, the Company had funded approximately $213.6 million of the development costs, with the balance of the development costs funded by the Company’s partner in the venture. The original 2022 budget for this development contemplated receipt of third party secured financing for approximately 50% of the development costs and equity funding for the balance of the costs, with 65% of the balance to be funded by the Company and 35% of the balance to be funded by the partner. As of the date of this Form 10-Q, no such third-party secured financing has been obtained and the partner funded $50.0 million in fulfillment of its total capital commitment. The venture continues to seek third-party secured financing.

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In accordance with the agreement with its partner in the 3151 Market Street Venture, which was formed in July 2022, the Company provided cost overrun and completion guaranties for the development of the project undertaken by this venture. The project was substantially completed in the fourth quarter of 2024. Development costs totaled approximately $316.9 million. As of March 31, 2025, the Company had funded approximately $210.6 million of the development costs, with the balance of the development costs funded by the Company’s partner in the venture. The original 2022 budget for this development contemplated receipt of third party secured financing for approximately 50% of the development costs and equity funding for the balance of the costs, with 65% of the balance to be funded by the Company and 35% of the balance to be funded by the partner. As of the date of this Form 10-Q, no such third party secured financing has been obtained and the partner funded $49.9 million in fulfillment of its total capital commitment. The venture continues to seek third party secured financing, with the aim of using proceeds from such financing to return to the Company approximately $52.1 million on account of the Company’s funding of development costs in excess of its initial capital commitment. There can be no assurance that financing will be obtained or that all or any portion of the proceeds of such financing will be used to fund a return of capital to the Company.

With respect to the One Uptown Ventures, the Company has provided completion guarantees and environmental indemnities in favor of its partner. In addition, the Company has provided completion guarantees, environmental indemnities and guarantees of exceptions to nonrecourse loan provisions in favor of the lenders for the One Uptown Ventures. Moreover, the Company has provided, in favor of the lenders, carry guarantees and limited payment guarantees up to 30% and 15% of the principal balance of the $121.7 million (office) and $85.0 million (multifamily) construction loans, respectively.

The Company has agreed, pursuant to the leasehold mortgage loan to the New MAP Venture, to fund up to an additional $12.0 million for tenant and capital improvements pursuant to leases that the Company proposes, in its discretion, to enter into at the properties owned (through leasehold interests) by the New MAP Venture, which amounts, when funded, will accrue interest at 8.0% per annum. As of ~~March~~June 3130, 2025, the Company has not funded any amounts on account of the foregoing commitment except for certain outstanding reimbursables for services provided by the Company.

Impact of Natural Disasters and Casualty

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses is considered a gain contingency and is not recorded until the proceeds are received.

Other Commitments or Contingencies

In connection with the Schuylkill Yards Project, the Company entered into a neighborhood engagement program and, as of ~~March~~June 3130, 2025, had $5.0 million of future fixed contractual obligations. The Company also committed to fund additional contributions under the program. As of ~~March~~June 3130, 2025, the Company ~~estimates~~estimated that these additional contributions, which are not fixed under the terms of agreement, will be $2.0 million.

The Company has committed to contribute $15.0 million to a venture capital fund that invests in early-stage life science companies. As of ~~March~~June 3130, 2025, the Company had funded $23.80 million of the foregoing commitment.

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The Company invests in its properties and regularly incurs capital expenditures in the ordinary course of business to maintain the properties. The Company believes that such expenditures enhance its competitiveness. The Company also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This Form 10-Q and other materials filed by us with the SEC (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development/redevelopment activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. We intend such forward-looking statements to be covered by the safe-harbor provisions of the 1995 Act. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. Factors that might cause actual results to differ materially from our expectations, including any impacts from the imposition of tariffs and changes to the U.S. trade policy, are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024. Accordingly, we caution readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements ~~that~~as ~~become~~a ~~untrue~~result ~~because~~ of subsequent events, new information, changed circumstances or otherwise, except as required by law.

The discussion that follows is based primarily on our consolidated financial statements as of ~~March~~June 3130, 2025 and December 31, 2024 and for the three and six months ended ~~March~~June 3130, 2025 and 2024 and should be read along with the consolidated financial statements and related notes appearing elsewhere in this report. The ability to compare one period to another may be significantly affected by acquisitions completed, development/redevelopment properties placed in service and dispositions made during those periods.

OVERVIEW

During the ~~three~~six months ended ~~March~~June 3130, 2025, we owned and managed properties within four segments: (1) Philadelphia CBD, (2) Pennsylvania Suburbs, (3) Austin, Texas, and (4) Other. The Philadelphia CBD segment includes properties located in the City of Philadelphia, in Pennsylvania. The Pennsylvania Suburbs segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs. The Austin, Texas segment includes properties in the City of Austin, Texas. The Other segment includes properties located in the District of Columbia, Northern Virginia, Southern Maryland, Camden County, New Jersey and New Castle County, Delaware. In addition to the four segments, our corporate group is responsible for cash and investment management, development/redevelopment of certain real estate properties during the construction period, and certain other general support functions.

Our financial condition and operating performance are dependent upon the demand for office, residential, life science, parking and retail space in our markets, our leasing results, our acquisition, disposition and development/redevelopment activity, our financing activity, our cash requirements and economic and market conditions, including prevailing interest rates.

We generate cash and revenue from leases of space at our Properties and, to a lesser extent, from the management and development/redevelopment of properties owned by third parties (primarily unconsolidated real estate ventures) and from investments in the unconsolidated real estate ventures. Factors that we evaluate when leasing space include rental rates, costs of tenant improvements, tenant creditworthiness, current and expected operating costs, the length of the lease term, vacancy levels and demand for space. We also generate cash through sales of assets, including assets that we do not view as core to our business plan, either because of location or expected growth potential, and assets that are commanding premium prices from third -party investors.

Overall macroeconomic conditions, including but not limited to inflation and high interest rates and changes in work patterns, including remote working arrangements, that have contributed to negative lease absorption within our office markets, have had a dampening effect on the fundamentals of our business, as reflected in, among other metrics, our increased borrowing costs and lower occupancy as well as downward pressures on asset valuations. These adverse conditions could continue to impact our net income, cash flows and liquidity and could have a material adverse effect on our financial condition and results of operations.

Notwithstanding the challenging macroeconomic conditions, which have contributed to recent difficulties in asset dispositions at acceptable prices, leasing of vacant space at attractive rents and sourcing of capital for development projects at acceptable costs, as well as to impairments of assets, we believe that our portfolio or Properties and investments, and liquidity profile, will allow us to maintain stable operating performance. In our ongoing assessment of our Properties we consider both their quantitative and qualitative attributes, including in relation to other properties within a given submarket or adjacent submarkets that compete with our portfolio for tenants. The attributes that we consider in our assessment include the age and condition of the property, average asking rental rates, access to mass transit and highways, floorplate efficiencies, amenities within, and ~~nearby, the property and availability of parking as well as market demographics such that bear on demand for space at our~~

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~~portfolio~~nearby, the property and availability of parking as well as market demographics that bear on demand for space at our properties. We also believe that our portfolio and liquidity profile will enable us to raise capital, as necessary, in various forms and from different sources, including through secured or unsecured loans from banks, pension funds and life insurance companies. However, there can be no assurance that we will be able to borrow funds on terms that are economically attractive or at all.

We continue to seek revenue growth throughout our portfolio by increasing occupancy and rental rates. Occupancy at our Core Properties at ~~March~~June 3130, 2025 was 8688.6% compared to 87.73% at ~~March~~June 3130, 2024.

The table below summarizes selected operating and leasing statistics of our Core Properties for the three and six months ended ~~March~~June 3130, 2025 and 2024:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Leasing Activity
Core Properties (1):
Total net rentable square feet owned	11,~~930~~289,~~549~~339			12,698,115			11,289,339			12,698,115
Occupancy percentage (end of period)	8688.6		%	87.73		%	88.6		%	87.3		%
Average occupancy percentage	87.03		%	87.73		%	87.4		%	87.7		%
Total Portfolio(2):
Tenant retention rate (3)	5581.49		%	67.31		%	65.4		%	67.2		%
New leases and expansions commenced (square feet)	9492,~~934~~384			~~129~~125,~~325~~193			187,318			254,985
Leases renewed (square feet)	~~231~~210,~~725~~230			~~163~~230,~~595~~383			441,955			393,978
Net (negative) absorption (square feet)	~~(146~~13,~~458)~~134			(4843,~~938~~530)			(133,324)			(92,468)
Percentage change in rental rates per square foot (4):
New and expansion rental rates	615.86		%	1628.80		%	8.4		%	20.0		%
Renewal rental rates	91.37		%	168.97		%	(1.6)		%	12.3		%
Combined rental rates	82.91		%	1610.98		%	5.3		%	13.8		%
Weighted average lease term for leases commenced (years)	4.45			75.41			4.4			6.2
Average annual rent (per square foot) (7) (8)	$	3645.6841		$	4438.2107		$	37.52		$	40.57
Capital Costs Committed (5, 6, 7):
Capital Costs Committed (5) (6) (7):
Leasing commissions (per square foot)	$	3.8314		$	115.5540		$	3.51		$	8.24
Tenant improvements (per square foot)	$	113.0886		$	3613.1944		$	7.70		$	23.94
Total capital per square foot per lease year	$	31.7845		$	43.6770		$	2.69		$	4.14
Average annualized capital as % of average annual rent (7) (8)	124.21		%	1310.8		%	7.8		%	12.7		%

(1)Includes all wholly-owned operating properties. Does not include Properties under development/redevelopment, recently completed not-stabilized properties, or properties held for sale.

(2)Includes leasing at recently completed not-stabilized property. The statistics presented for periods ended prior to the three-month period ended ~~March~~June 3130, 2025 have not been adjusted for properties sold subsequent to the periods presented.

(3)Calculated as a percentage of total net rentable square feet.

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

(5)Calculated on a weighted average basis.

(6)The decreases for the three and six months ended ~~March~~June 3130, 2025 are primarily due to leases having a lower average lease terms and a lower percentage of new leases compared to renewals.

(7)For comparison purposes, we exclude 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.

(8)Average annual rent represents total initial contractual rent 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.

Our actual leasing capital costs as a percentage of rents are largely a function of the composition of our leases to new tenants or renewals with existing tenants, in addition to size and timing of occupancy. We generally experience lower leasing costs in connection with the renewal of leases with existing tenants compared to leases with new tenants. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services and amenities, and the design and condition of the properties. As leases at our properties expire, we face competition to renew or re-let space in light of the competing properties within the applicable markets. As a result, and as part of customary lease negotiations, we are often required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or potential below market renewal options, all of which impact, in varying degrees, annualized rents.

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The table below summarizes occupancy statistics of our Core Properties by segment for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024:

	Three Months Ended March 31,
	Six Months Ended June 30,
	% Occupied		% Occupied
	2025		2024
Philadelphia CBD	93.25	%	9495.82	%
Pennsylvania Suburbs	87.98	%	8684.49	%
Austin, Texas	7477.57	%	8079.34	%
Other	8088.47	%	8182.02	%
Total - Core Properties	8688.6	%	87.73	%

The table below summarizes the occupancy statistics of our Properties, broken down by property types for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024:

	Three Months Ended March 31,				Three Months Ended March 31,
	Six Months Ended June 30,				Six Months Ended June 30,
	% Net Operating Income (4)		% Net Operating Income (4)		% Occupied		% Occupied
	2025		2024		2025		2024
Office	91.67	%	91.75	%	8892.31	%	8987.20	%
Life Science (1)	5.76	%	5.56	%	8178.37	%	84.64	%
Residential (2)	2.7	%	2.89	%	8287.95	%	8285.30	%
Total (3)	100.0	%	100.0	%	8791.81	%	8986.19	%

(1)Represents Philadelphia portfolio assets located at 3000 Market Street and 3025 Market Street in Philadelphia, Pennsylvania, dedicated life science floors at Cira Centre in Philadelphia, Pennsylvania and 250 King of Prussia Road in Radnor, Pennsylvania.

(2)Represents our residential operation at 2929 Walnut Street in Philadelphia, Pennsylvania.

(3)Does not include Properties under development/redevelopment.

(4)See Note 1413, “Segment Information,” to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for the definition of Net Operating Income.

In seeking to increase revenue through our operating, financing and investment activities, we also seek to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

We have compared our weighted-average in-place rental rates to our leases signed in 2025 and our current market leasing assumptions, and while the actual results will be dependent on the leases expiring in any particular period, we believe the current portfolio should generate positive rental rate increases for the remainder of fiscal 2025.

Tenant Rollover Risk

We are subject to the risk that tenant leases, upon expiration, will not be renewed, that space may not be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases that accounted for approximately 21.69% of our total square footage as of ~~March~~June 3130, 2025 (representing approximately 32.12% of the occupied rentable square feet of the properties) are scheduled to expire without penalty during the remainder of 2025. We maintain an active dialogue with our tenants in an effort to maximize lease renewals. If we are unable to renew leases or relet space under expiring leases, at anticipated rental rates, or if our tenants terminate their leases early, our cash flow would be adversely impacted.

Tenant Credit Risk

In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. Our management evaluates our accrued rent receivable reserve policy in light of our tenant base and general and local economic conditions. Our accrued rent receivable allowance was $0.97 million, or 0.54%, of our accrued rent receivable balance as of ~~March~~June 3130, 2025, compared to $0.9 million, or 0.5%, of our accrued rent receivable balance as of December 31, 2024.

If economic conditions deteriorate, including as a result of inflation and rising interest rates, we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. These conditions would negatively affect our future net income and cash flows and could have a material adverse effect on our financial condition.

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Development and Redevelopment Risk

Development and Redevelopment projects are subject to a variety of risks, including construction delays, construction cost overruns, building moratoriums, inability to obtain financing on favorable terms, inability to lease space at projected rates, inability to enter into construction, development, redevelopment and other agreements on favorable terms, and unexpected environmental and other hazards.

As of ~~March~~June 3130, 2025, the following ~~unconsolidated~~project ~~real~~is ~~estate~~in ~~venture~~active development ~~projects remain in development~~(dollars, in thousands):

Property/Portfolio Name	Location	Substantial Completion Date	Activity Type	~~Approximate Square Footage~~	~~Estimated~~Approximate ~~Costs~~Room Count		~~Amount~~Estimated ~~Funded~~Costs		~~Debt~~Amount ~~Financing~~Funded		~~Our~~Debt ~~Share Remaining to be Funded~~Financing
3025 JFK Boulevard (66%)	Philadelphia, PA	Q4 2023		(a)	$	320,111	$	293,281	$	186,727	$	20,111
165 King of Prussia Road	Radnor, PA	Q2 2026	Development		120		$59,500		$14,021		$	—
3151 Market Street (76%)	Philadelphia, PA	Q4 2024		441,000	$	316,909	$	210,602	(b)		(b)
One Uptown - Office (62%)	Austin, TX	Q1 2024		362,679	$	201,616	$	154,050	$	121,650	$	—
One Uptown - Multifamily (50%)	Austin, TX	Q3 2024		341 Units	$	144,029	$	132,478	$	85,000	$	—

~~(a)Mixed~~In ~~used~~addition ~~building~~to ~~with~~the ~~428,000~~property ~~rentable~~listed ~~square feet consisting of 200~~above,~~000~~ ~~square~~we ~~feet~~have ofclassified ~~life~~one ~~science/innovation~~ office, ~~219,000~~building ~~square~~in ~~feet~~Wilmington, ofDelaware ~~residential~~as ~~(326 units)~~redevelopment, ~~and~~but ~~9,000~~we ~~square~~have ~~feet~~yet ofto ~~retail.~~incur ~~Projected~~material ~~residential~~development ~~stabilization~~costs ison Q2the ~~2025~~project. ~~Projected commercial stabilization is Q1 2026.~~

~~(b)The~~As ~~development budget contemplated receipt~~ of ~~a financing of approximately $158.5 million~~June 30, ~~reflecting a 50% loan to value ratio and~~2025, ~~as of~~ the ~~date~~following ofunconsolidated ~~this~~real ~~Form~~estate ~~10-Q,~~venture nodevelopment ~~financing~~projects ~~has~~remain ~~been~~in ~~obtained~~development ~~and~~(dollars, ~~there~~in ~~can be no assurance that a loan will be obtained.~~ thousands):

As of the date of this Form 10-Q, the 3151 Market Street Venture has not secured financing. Under the partnership agreement with our partner in this real estate venture, after our partner has funded the remaining balance of its capital commitment, as shown in the table above, then, until financing has been obtained, we will be obligated to fund the balance of construction costs incurred in the project development.


Property/Portfolio Name	Location	Substantial Completion Date	Approximate Square Footage	Estimated Costs		Amount Funded		Debt Financing		Our Share Remaining to be Funded
3025 JFK Boulevard (66%)	Philadelphia, PA	Q4 2023	(a)	$	325,000	$	294,400	$	178,000	$	30,600
3151 Market Street (76%)	Philadelphia, PA	Q4 2024	441,000	$	316,909	$	213,600	$	158,500	$	—
One Uptown - Office (62%)	Austin, TX	Q1 2024	362,679	$	206,400	$	154,200	$	121,650	$	4,800

One Uptown - Multifamily (50%)	Austin, TX	Q3 2024	341 Units	$	144,029	$	132,600	$	85,000	$	—

(a)Mixed used building with 428,000 rentable square feet consisting of 200,000 square feet of life science/innovation office, 219,000 square feet of residential (326 units), and 9,000 square feet of retail. Residential component stabilized in Q2 2025. Projected commercial stabilization is Q1 2026.

As of the date of this Form 10-Q, the 3151 Market Street Venture has not secured financing. Under the partnership agreement with our partner in this real estate venture, after our partner has funded its capital commitment, which it has already funded, as discussed in Note 14, "Commitments and Contingencies" to our consolidated financial statements, then, until third-party financing has been obtained, we will continue to be obligated to fund the balance of construction costs incurred in the project development.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in accounting estimate are reasonably likely to occur from period to period. Management bases its estimates and assumptions on historical experience and current economic conditions.

Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our critical accounting policies. There have been no significant changes in our critical accounting policies since December 31, 2024.

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RESULTS OF OPERATIONS

The following discussion is based on our consolidated financial statements for the three and six months ended ~~March~~June 3130, 2025 and 2024. We believe that presentation of our consolidated financial information, without a breakdown by segment, will effectively present important information useful to our investors.

NOI as presented in the comparative analysis below is a non-GAAP financial measure defined 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. General and administrative expenses that are not reflected in NOI primarily consist of corporate-level salaries, amortization of share awards and professional fees that are incurred as part of corporate office management. NOI is a non-GAAP financial measure that we use internally to evaluate the operating performance of our real estate assets by segment, as presented in Note 1413, “Segment Information,” to our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements, and of our business as a whole. We believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. While NOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. NOI does not reflect interest expenses, real estate impairment losses, depreciation and amortization costs, capital expenditures and leasing costs. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measure. See Note 1413, “Segment Information,” to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for a reconciliation of NOI to our consolidated net income as defined by GAAP.

Comparison of the Three Months Ended ~~March~~June 3130, 2025 and ~~March~~June 3130, 2024

The following comparison of the three months ended ~~March~~June 3130, 2025 to the three months ended ~~March~~June 3130, 2024 makes reference to the effect of the following:

(a)“Same Store Property Portfolio,” which represents 6259 properties containing an aggregate of approximately 11.81 million net rentable square feet, and represents properties that we owned and consolidated for the three-month periods ended ~~March~~June 3130, 2025 and 2024. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to ~~January~~April 1, 2024 and owned and consolidated through ~~March~~June 3130, 2025, excluding properties classified as held for sale;

(b)“Total Portfolio,” which represents all properties owned and consolidated by us during the three months ended ~~March~~June 3130, 2025 and 2024;

(c)“Recently Completed/Acquired Properties,” which represents two properties placed into service or acquired on or subsequent to ~~January~~April 1, 2024;

(d)“Development/Redevelopment Properties,” which represents ~~zero~~two properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment Properties in the period that we determine to proceed with development/redevelopment for a future development strategy; and

(e)“Q1Q2 2024 through Q1Q2 2025 Dispositions,” which represents ~~seven~~eight properties disposed of from ~~January~~April 1, 2024 through ~~March~~June 3130, 2025.

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Comparison of the three months ended ~~March~~June 3130, 2025 to the three months ended ~~March~~June 3130, 2024

	Same Store Property Portfolio										Recently Completed/Acquired Properties				Development/Redevelopment Properties				Other (Eliminations) (a)				Total Portfolio
(dollars and square feet in millions except per share amounts)	2025			2024			$ Change		% Change		2025		2024		2025		2024		2025		2024		2025		2024		$ Change		% Change
Revenue:
Rents	$	~~107~~104.62		$	~~106~~101.95		$	02.7	02.7	%	$	4.10	$	1.7	$	—0.7	$	—0.8	$	25.73	$	1014.40	$	114.42	$	~~119~~118.0	$	(43.68)	(3.92)	%
Third party management fees, labor reimbursement and leasing	—			—			—		—	%	—		—		—		—		54.89		5.97		54.89		5.97		(0.18)		(114.70)	%
Other	0.3			0.32			—0.1		—50.0	%	—		—		—		—		1.02		1.34		1.35		1.6		(0.31)		(186.83)	%
Total revenue	~~107~~104.95			~~107~~101.27			02.78		02.78	%	4.10		1.7		—0.7		—0.8		911.54		1721.61		~~121~~120.56		~~126~~125.53		(54.07)		(43.08)	%
Property operating expenses	2927.87			2826.05			1.82		6.4.5	%	0.87		0.4		—0.5		—0.5		2.94		34.90		3331.53		3231.34		1(0.21)		3(0.73)	%
Real estate taxes	10.93			1110.24			(0.31)		(21.70)	%	0.1		0.1		—0.2		—0.2		0.49		1.38		11.45		12.65		(1.20)		(98.50)	%
Third party management expenses	—			—			—		—	%	—		—		—		—		2.65		2.54		2.65		2.54		0.1		4.02	%
Net operating income	6766.25			6864.08			(01.8)7		~~(1.~~2).6	%	3.2		1.2		—		—0.1		35.6		912.9		7475.03		79.10		(53.17)		(6.4.7)	%
Depreciation and amortization	3735.76			3734.03			01.73		13.98	%	2.12		1.5		—0.3		—0.3		45.67		68.51		4443.48		4544.02		(0.64)		(10.39)	%
General & administrative expenses	—			—			—		—	%	—		—		—		—		179.53		118.19		179.53		118.19		60.4		574.75	%
Net gain on disposition of real estate																							(3.1)		—		(3.1)		—	%
Provision for impairment (c)	—			—			—		—	%	—		—		—		—		63.4		6.4		63.4		6.4		57.0		890.6	%
Operating income (loss)	$	29.5		$	31.0		$	(1.5)	(4.8)	%	$	1.1	$	(0.3)	$	—	$	—	$	(18.5)	$	(7.7)	$	15.2	$	23.0	$	(7.8)	(33.9)	%
Net loss on disposition of real estate																							0.1		—		0.1		—	%
Number of properties	62			62							2				—								64
Operating income (loss)	$	30.9		$	30.5		$	0.4	1.3	%	$	1.0	$	(0.3)	$	(0.3)	$	(0.2)	$	(72.8)	$	(10.5)	$	(41.3)	$	19.5	$	(60.8)	(311.8)	%
Square feet	11.8			11.8							0.3				—								12.1
Number of properties	59			59							2				2								—
Same Store Occupancy % (b)	86.0		%	86.0		%
Square feet	11.1			11.1							0.3				0.3								11.4
Same Store Occupancy % (b)	88.5		%	87.1		%
Other Income (Expense):
Interest and investment income																							10.29		01.45		(0.86)		~~200~~(40.0)	%
Interest expense																							(3132.94)		(2529.15)		(62.89)		279.18	%
Interest expense — Deferred financing costs																							(1.2)		(1.14)		(0.1)2		9(14.13)	%
Equity in loss of unconsolidated real estate ventures																							(1014.58)		(1314.65)		3(0.13)		~~(22~~2.8)1	%
Net gain on real estate venture transactions																							~~0.1~~—		—53.8		0(53.18)		—(100.0)	%
Net loss																							$	(27.1)	$	(16.4)	$	(10.7)	65.2	%
Gain on early extinguishment of debt																							—		0.9		(0.9)		(100.0)	%
Net loss attributable to Common Shareholders of Brandywine Realty Trust																							$	(0.16)	$	(0.10)	$	(0.06)	60.0	%
Income tax provision																							(0.1)		—		(0.1)		—	%
Net income (loss)																							$	(88.9)	$	30.3	$	(119.2)	(393.4)	%
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust																							$	(0.51)	$	0.17	$	(0.68)	(400.0)	%

(a)Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other(Eliminations) also includes properties sold and properties classified as held for sale.

(b)Pertains to Same Store Properties.

(c)Held for use impairment charges are excluded from Same Store Property Portfolio operating income and presented in Other (Eliminations).

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Rents

Rents decreased primarily as a result of the following:

•$3.4 million decrease due to the sale of five office properties in the Plymouth Meeting Executive Center in Plymouth Meeting, PA in the third quarter of 2024;

•$3.5 million decrease due to the sale of One and Two Barton Skyway, Austin, TX in the fourth quarter of 2024; and

•Partially offset by $2.2 million increase related to our Recently Completed/Acquired Properties, which are comprised of 155 King of Prussia Road, Radnor, PA and 250 King of Prussia Road, Radnor, PA.

Provision for Impairment

During the second quarter of 2024, we recognized a provision for impairment of $6.4 million on office properties located in our Austin, Texas segment.

During second quarter of 2025, the Company recognized $63.4 million in aggregate impairments, comprised of (i) $34.1 million on two properties classified as held for use located in our Austin, Texas segment, (ii) $13.4 million on the sale of an office property located in our Austin, Texas segment and (iii) $15.9 million on one property classified as held-for-sale in our Austin, Texas Segment. See Note 3 "Real Estate Investments".

Net gain (loss) on real estate venture transactions

In the second quarter of 2024, we recapitalized our MAP Venture, in which we had a negative investment balance of $52.2 million as of March 31, 2024. In connection with the recapitalization, we recognized a one-time, non-cash gain of $53.8 million in connection with the derecognition of the negative investment balance in the Original MAP Venture.

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Comparison of the Six Months Ended June 30, 2025 and June 30, 2024

The following comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024 makes reference to the effect of the following:

(a)“Same Store Property Portfolio,” which represents 59 properties containing an aggregate of approximately 11.1 million net rentable square feet, and represents properties that we owned and consolidated for the six-month periods ended June 30, 2025 and 2024. The Same Store Property Portfolio includes properties acquired or placed in service on or prior to January 1, 2024 and owned and consolidated through June 30, 2025 excluding properties classified as held for sale;

(b)“Total Portfolio,” which represents all properties owned and consolidated by us during the six months ended June 30, 2025 and 2024;

(c)"Recently Completed/Acquired Properties," which represents two properties placed into service or acquired on or subsequent to January 1, 2024;

(d)"Development/Redevelopment Properties," which represents two properties currently in development/redevelopment. A property is excluded from our Same Store Property Portfolio and moved into Development/Redevelopment Properties in the period that we determine to proceed with development/redevelopment for a future development strategy; and

(e)"YTD 2024 and 2025 Dispositions," which represents eight properties disposed of from January 1, 2024 through June 30, 2025.

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Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024


	Same Store Property Portfolio										Recently Completed/Acquired Properties				Development/Redevelopment Properties				Other (Eliminations) (a)				Total Portfolio
(dollars and square feet in millions except per share amounts)	2025			2024			$ Change		% Change		2025		2024		2025		2024		2025		2024		2025		2024		$ Change		% Change
Revenue:
Rents	$	208.5		$	204.9		$	3.6	1.8	%	$	8.1	$	3.5	$	1.7	$	1.6	$	10.3	$	27.0	$	228.6	$	237.0	$	(8.4)	(3.5)	%
Third party management fees, labor reimbursement and leasing	—			—			—		—	%	—		—		—		—		10.7		11.6		10.7		11.6		(0.9)		(7.8)	%
Other	0.5			0.4			0.1		25.0	%	—		—		—		—		2.3		2.8		2.8		3.2		(0.4)		(12.5)	%
Total revenue	209.0			205.3			3.7		1.8	%	8.1		3.5		1.7		1.6		23.3		41.4		242.1		251.8		(9.7)		(3.9)	%
Property operating expenses	56.3			53.2			3.1		5.8	%	1.5		0.8		1.1		1.0		6.0		8.6		64.9		63.6		1.3		2.0	%
Real estate taxes	20.5			20.9			(0.4)		(1.9)	%	0.3		0.2		0.3		0.4		1.9		3.6		23.0		25.1		(2.1)		(8.4)	%
Third party management expenses	—			—			—		—	%	—		—		—		—		5.1		5.0		5.1		5.0		0.1		2.0	%
Net operating income	132.2			131.2			1.0		0.8	%	6.3		2.5		0.3		0.2		10.3		24.2		149.1		158.1		(9.0)		(5.7)	%
Depreciation and amortization	70.6			69.4			1.2		1.7	%	4.3		3.0		0.6		0.5		12.6		16.3		88.1		89.2		(1.1)		(1.2)	%
General & administrative expenses	—			—			—		—	%	—		—		—		—		26.8		20.0		26.8		20.0		6.8		34.0	%
Provision for impairment (c)	—			—			—		—	%	—		—		—		—		63.4		6.4		63.4		6.4		57.0		890.6	%
Net gain on disposition of real estate																							(3.0)		—		(3.0)		—	%
Net loss on sale of undepreciated real estate																							—		—		—		—	%
Operating income (loss)	$	61.6		$	61.8		$	(0.2)	(0.3)	%	$	2.0	$	(0.5)	$	(0.3)	$	(0.3)	$	(92.5)	$	(18.5)	$	(26.2)	$	42.5	$	(68.7)	(161.6)	%
Number of properties	59			59							2				2								63
Square feet	11.1			11.1							0.3				0.3								11.8
Core Occupancy % (b)	88.5		%	87.1		%
Other Income (Expense):
Interest and investment income																							2.0		1.9		0.1		5.3	%
Interest expense																							(64.2)		(54.5)		(9.7)		17.8	%
Interest expense — Deferred financing costs																							(2.4)		(2.5)		0.1		(4.0)	%
Interest expense — Financing Obligation																							—		—		—		—	%
Equity in loss of unconsolidated real estate ventures																							(25.3)		(28.1)		2.8		(10.0)	%
Net gain on real estate venture transactions																							0.2		53.7		(53.5)		(99.6)	%


Gain on early extinguishment of debt																							—		0.9		(0.9)
Income tax provision																							(0.1)		—		(0.1)		—	%
Net income (loss)																							$	(116.0)	$	13.9	$	(129.9)	(934.5)	%
Net income (loss) attributable to Common Shareholders of Brandywine Realty Trust																							$	(0.67)	$	0.08	$	(0.75)	(937.5)	%

(a)Represents certain revenues and expenses at the corporate level as well as various intercompany costs that are eliminated in consolidation, third-party management fees, provisions for impairment, and changes in the accrued rent receivable allowance. Other/(Eliminations) also includes properties sold and properties classified as held for sale.

(b)Pertains to Same Store Properties.

(c)Held for use and held for sale impairment charges are excluded from Same Store Property Portfolio operating income and presented in Other (Eliminations).

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Rents

Rents decreased primarily as a result of the following:

•$36.48 million decrease due to the sale of five ~~Class B~~ office properties in the Plymouth Meeting Executive Center in Plymouth Meeting, PA in the third quarter of 2024;

•$36.28 million decrease due to the sale of One and Two Barton Skyway, Austin, TX in the fourth quarter of 2024; and

•Partially offset by $14.86 million increase related to our Recently Completed/Acquired ~~Property~~Properties, which are comprised of 155 King of Prussia Road, Radnor, PA and 250 King of Prussia Road, Radnor, PA.

General & administrative expenses

General & administrative expenses increased due to higher stock compensation expenses recognized in the first quarter of 2025 compared to 2024.

Provision for Impairment

During the second quarter of 2024, we recognized a provision for impairment of $6.4 million on office properties located in our Austin, Texas segment.

Net gain on disposition of real estate

During the first quarter of 2025, the Company recognized a gain of $3.1 million from installment proceeds received from the buyer of a property, located in Philadelphia, Pennsylvania, that the Company sold in March 2017. In March 2017, the Company sold the property for a gross sales price of $21.4 million. At the settlement, the Company received a partial payment of $12.0 million and recognized a corresponding gain on sale of $6.5 million. 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. In 2024, the deferred contingent payment obligation was changed to a fixed payment obligation, and the $6.3 million remaining deferred payment, together with interest thereon at 11% per annum, is due in February 2026 and will be recognized as a gain if and when cash is received.

Interest Expense

Interest expense increased primarily due to our issuance of $400 million aggregate principal amount of 2029 Notes in April 2024 and our ~~8.875%~~issuance ~~Guaranteed~~of ~~Notes~~an ~~due~~additional ~~2029~~$150 ~~(the~~million “aggregate principal amount of 2029 Notes”) in ~~April~~June ~~2024~~2025, partially offset by the redemption of our 2024 $350.0 million 4.10% Guaranteed Notes. ~~due~~Additionally, during the first quarter of 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+. ~~Additionally~~ As a result of the downgrade, ~~during~~the interest rate on the 2028 Notes increased to 8.05% in March 2024 due to the coupon adjustment provisions within the 2028 Notes. During the second quarter of 2024, Moody's downgraded our senior unsecured credit rating from Ba1 to Ba2. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8.30% in April 2024 due to the coupon adjustment provisions within the 2028 Notes.

39Net gain on real estate venture transactions

In the second quarter of 2024, we recapitalized our Original MAP Venture, in which we had a negative investment balance of $52.2 million as of March 31, 2024. In connection with the recapitalization, we recognized a one-time, non-cash gain of $53.8 million in connection with the derecognition of the negative investment balance in the Original MAP Venture.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our principal liquidity funding needs for the next twelve months are as follows:

•normal recurring expenses;

•capital expenditures, including capital and tenant improvements and leasing costs;

•debt service and principal repayment obligations;

•current development and redevelopment costs;

•commitments to unconsolidated real estate ventures and investment vehicles;

•distributions to shareholders to maintain our REIT status;

•possible acquisitions of properties, either directly or indirectly through the acquisition of equity interest therein; and

•possible common share repurchases.

We expect to satisfy these needs using one or more of the following:

•cash flows from operations;

•distributions of cash from our unconsolidated real estate ventures;

•cash and cash equivalent balances;

•availability under our Unsecured Credit Facility;

•secured construction loans and long-term unsecured indebtedness;

•sales of real estate or contributions of interests in real estate to joint ventures; and

•issuances of Parent Company equity securities and/or units of the Operating Partnership.

As of ~~March~~June 3130, 2025, the Parent Company owned a 99.7% interest in the Operating Partnership. The remaining interest of approximately 0.3% pertains to common limited partnership interests owned by non-affiliated investors who contributed property to the Operating Partnership in exchange for their interests. As the sole general partner of the Operating Partnership, the Parent Company has full and complete responsibility for the Operating Partnership’s day-to-day operations and management. The Parent Company’s source of funding for its dividend payments and other obligations is the distributions it receives from the Operating Partnership.

As summarized above, we believe that our liquidity needs will be satisfied through available cash balances and cash flows from operations, financing activities and real estate sales. Rental revenue and other income from operations are our principal sources of cash to pay operating expenses, debt service, recurring capital expenditures and the minimum distributions required to maintain our REIT qualification. We seek to increase cash flows from our properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. Our revenue also includes third-party fees generated by our property management, leasing, development/redevelopment and construction businesses. We believe that our revenue, together with proceeds from property sales and debt financings, will continue to provide funds for our short-term liquidity needs. However, material changes in our operating or financing activities may adversely affect our net cash flows. With uncertain economic conditions, vacancy rates may increase, rental rates on new and renewed leases may decrease and tenant installation costs, including concessions, may increase in most or all of our markets during the remainder of 2025 and possibly beyond. As a result, our revenues and cash flows could be insufficient to cover operating expenses, including increased tenant installation costs, pay debt service or make distributions to shareholders over the short-term. If this situation were to occur, we expect that we would finance cash deficits through borrowings under our ~~unsecured~~Unsecured ~~credit~~Credit ~~facility~~Facility and other sources of debt and equity financings. In addition, a material adverse change in cash provided by operations could adversely affect our compliance with financial performance covenants under our ~~unsecured~~Unsecured ~~credit~~Credit ~~facility~~Facility, including unsecured term loans and unsecured notes. As of ~~March~~June 3130, 2025 we were in compliance with all of our debt covenants and requirement obligations.

On ~~April~~June 1227, ~~2024~~2025, we completed an underwritten offering and sale of $~~400~~150.0 million of our 8.875% Guaranteed Notes due 2029 (the "Additional 2029 Notes"). The Additional 2029 Notes form part of the same series as our then outstanding $400 million aggregate principal amount of 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 our 8.875% Guaranteed Notes due 2029 are outstanding. The Additional 2029 Notes were priced at ~~approximately 99.51~~106% of their face amount. We received approximately $~~391.8~~ 157 million of net proceeds from our issuance of the Additional 2029 Notes after the deduction for underwriting discounts and offering expenses. The Additional 2029 Notes have been reflected net of premiums of $9.0 million in the consolidated balance sheets as of June 30, 2025.

~~The~~We ~~2028~~issued ~~Notes include an interest rate adjustment provision whereby~~ the ~~interest~~Initial ~~rate~~2029 ~~payable~~Notes on ~~the~~April ~~2028 Notes is subject to a 25 basis point adjustment if either Moody's Investors Services Inc~~12, ~~and~~2024 ~~its~~in ~~successors~~an ~~("Moody's"),~~underwritten ~~or S&P Global Ratings, and its successors ("S&P") downgrades (or subsequently upgrades) its rating assigned to the 2028 Notes~~offering. ~~During~~The ~~the~~Initial ~~third~~2029 ~~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 the 2028~~ Notes ~~increased~~were 25priced ~~basis~~at ~~points~~approximately ~~to 7~~99.8051% inof ~~September~~their ~~2023.~~face ~~In January 2024, S&P downgraded our senior unsecured credit rating from BBB- to BB+~~amount. AsWe areceived ~~result~~approximately ~~of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 8~~$391.~~05%~~8 million ~~in March 2024. During the second quarter~~ of ~~2024,~~net ~~Moody's~~proceeds ~~downgraded~~from our ~~senior~~ ~~unsecured~~issuance ~~credit rating from Ba1 to Ba2. As a result~~ of the ~~downgrade,~~Initial ~~the~~2029 ~~interest rate on the 2028~~ Notes ~~increased~~after ~~25 basis points to 8.30% in April 2024 due to~~ the ~~coupon~~deduction ~~adjustment~~for ~~provisions~~underwriting ~~within~~discounts ~~the~~and ~~2028~~offering ~~Notes~~expenses.

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~~Our~~The ~~ability~~2028 toNotes ~~incur~~include ~~additional~~an ~~debt~~interest rate adjustment provision whereby the interest rate payable on the 2028 Notes is ~~dependent~~subject ~~upon~~to a ~~number~~25 ofbasis ~~factors,~~point ~~including~~adjustment ~~our~~if ~~credit~~either ~~ratings,~~Moody's ~~the~~Investors ~~value~~Services ofInc, ~~our~~and ~~unencumbered~~its ~~assets~~successors ("Moody's"), ~~our~~or ~~degree~~S&P ofGlobal ~~leverage~~Ratings, and ~~borrowing~~its ~~restrictions~~successors ~~imposed~~("S&P") bydowngrades ~~our~~(or ~~lenders~~subsequently upgrades) its rating assigned to the 2028 Notes. IfDuring ~~one~~the orthird ~~more~~quarter of 2023, Moody’s downgraded our senior unsecured credit rating ~~agencies~~from ~~were~~Baa3 to Ba1. As a result of the downgrade, the interest rate on the 2028 Notes increased 25 basis points to 7.80% in September 2023. In January 2024, S&P downgraded our senior unsecured credit rating, ~~our~~from ~~access~~BBB- to BB+. As a result of the ~~unsecured~~downgrade, ~~debt~~the ~~market~~interest ~~would~~rate beon ~~more~~the ~~limited~~2028 ~~and~~Notes increased 25 basis points to 8.05% in March 2024. During the ~~interest~~second ~~rate~~quarter ~~under~~of 2024, Moody's downgraded our senior unsecured credit ~~facility~~rating ~~and~~from ~~unsecured~~Ba1 ~~term~~to ~~loan~~Ba2. ~~would~~As ~~increase~~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.

AsOur ability to incur additional debt is dependent upon a number of ~~March~~factors, 31including our credit ratings, ~~2025~~the value of our unencumbered assets, our ~~senior~~degree of leverage and borrowing restrictions imposed by our lenders. If one or more rating agencies were to downgrade our unsecured credit ~~ratings~~rating, our access to the unsecured debt market would be more limited and ~~outlook~~the ~~were~~interest asrate ~~follows:~~under our Unsecured Credit Facility and unsecured term loan would increase.

As of June 30, 2025, our senior unsecured credit ratings and outlook were as follows:

Moody's

S&P

Long-term debt

Ba2

BB+

Outlook

Stable

If our credit ratings are lowered further, our ability to access the public debt markets, our costs of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit ratings agencies reviews its ratings periodically and there is no guarantee our current credit ratings will remain the same.

The Parent Company unconditionally guarantees the Operating Partnership’s unsecured debt obligations, which, as of ~~March~~June 3130, 2025, amounted to $12,~~943~~028.6 million. The Operating Partnership’s secured debt obligations as of ~~March~~June 3130, 2025, amounted to $~~283~~288.4 million.

Capital Markets

The Parent Company issues equity from time to time, the proceeds of which it contributes to the Operating Partnership in exchange for additional interests in the Operating Partnership, and guarantees debt obligations of the Operating Partnership. The Parent Company’s ability to sell common shares and preferred shares is dependent on, among other things, general market conditions for REITs, market perceptions about the Company as a whole and the current trading price of the Parent Company’s shares. The Parent Company maintains a shelf registration statement that covers the offering and sale of common shares, preferred shares, depositary shares, warrants and unsecured debt securities. Subject to our ongoing compliance with securities laws, and if warranted by market conditions, we may offer and sell equity and debt securities from time to time under the shelf registration statement or in transactions exempt from registration.

See Note 11, “Beneficiaries' Equity of the Parent Company,” to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for further information related to our share repurchase program. We expect to fund any additional share repurchases with a combination of available cash balances and availability under our ~~unsecured~~Unsecured ~~credit~~Credit ~~facility~~Facility. The timing and amounts of any repurchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital availability and other factors as determined by our management team. The repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.

Liquidity

As of ~~March~~June 3130, 2025, we had $29122.46 million of cash and cash equivalents and $~~495~~560.8 million of available borrowings under our ~~unsecured~~Unsecured ~~credit~~Credit ~~facility~~Facility, net of $39.2 million in letters of credit outstanding. Based on the foregoing, as well as cash flows from operations net of dividend requirements, we believe we have sufficient capital to fund our remaining capital requirements on existing development and redevelopment projects and pursue additional attractive investment opportunities. We expect that our primary uses of capital during the remainder of 2025 will be to fund our current development and redevelopment projects.

Cash Flows

The following discussion of our cash flows is based on the consolidated statement of cash flows and is not meant to be a comprehensive discussion of the changes in our cash flows for the periods presented.

As of March 31, 2025 and December 31, 2024, we maintained cash and cash equivalents and restricted cash of $31.5 million and $96.2 million, respectively. We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table summarizes changes in our cash flows (in thousands):43

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	Three Months Ended March 31,
Activity	2025		2024		(Decrease) Increase
Operating	$	6,315	$	23,811	$	(17,496)
Investing	(44,628)		(55,305)		10,677
Financing	(26,391)		15,259		(41,650)
Net cash flows	$	(64,704)	$	(16,235)	$	(48,469)

As of June 30, 2025 and December 31, 2024, we maintained cash and cash equivalents and restricted cash of $123.8 million and $96.2 million, respectively. We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table summarizes changes in our cash flows (in thousands):

Our principal source of cash flows is from the leasing of space at of our Properties. Our Properties provide a relatively consistent stream of cash flows that provides us with the resources to fund operating expenses, debt service and quarterly dividends.


	Six Months Ended June 30,
Activity	2025		2024		(Decrease) Increase
Operating	$	40,704	$	71,970	$	(31,266)
Investing	(56,485)		(154,094)		97,609
Financing	43,363		51,103		(7,740)
Net cash flows	$	27,582	$	(31,021)	$	58,603

~~Cash~~Our isprincipal ~~used~~source inof ~~investing~~cash ~~activities~~flows tois ~~fund~~from ~~acquisitions,~~the ~~development,~~leasing orof ~~redevelopment~~space ~~projects~~at ~~and~~our ~~recurring and nonrecurring capital expenditures~~Properties. WeOur ~~selectively~~Properties ~~invest~~provide ina ~~new~~relatively ~~projects~~consistent ~~that~~stream ~~we expect will enable us to take advantage~~ of ~~our~~cash ~~development/redevelopment,~~flows ~~leasing, financing, and property management skills and invest in existing buildings~~ that ~~meet~~provides ~~our~~us ~~investment~~with ~~criteria for additional capital. During~~ the ~~three~~resources ~~months ended March 31, 2025, when compared~~ to ~~the~~fund ~~three~~operating ~~months ended March 31~~expenses, ~~2024,~~debt ~~the~~service ~~change~~and inquarterly ~~investing~~dividends. ~~cash flows was due to the following activities (in thousands):~~

	(Decrease) Increase
Capital expenditures and capitalized interest	(5,490)
Capital improvements/acquisition deposits/leasing costs	742
Unconsolidated real estate venture investments	19,314
Capital distributions from unconsolidated real estate ventures	(3,889)
Increase in net cash used in investing activities	$	10,677

Cash is used in investing activities to fund acquisitions, development, or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that we expect will enable us to take advantage of our development/redevelopment, leasing, financing, and property management skills and invest in existing buildings that meet our investment criteria for additional capital. During the six months ended June 30, 2025, when compared to the six months ended June 30, 2024, the change in investing cash flows was due to the following activities (in thousands):

We generally fund our investment activity through the sale of real estate, property-level financing, unsecured and secured credit facilities, senior unsecured notes, and construction loans. From time to time, we may issue common or preferred shares of beneficial interest, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, the change in financing cash flows was due to the following activities (in thousands):


	(Decrease) Increase

Capital expenditures and capitalized interest	(8,406)
Capital improvements/acquisition deposits/leasing costs	(523)
Unconsolidated real estate venture investments	90,787

Proceeds from the sale of properties	17,260
Capital distributions from unconsolidated real estate ventures	(1,509)
Return of equity from real estate ventures	—
Increase in net cash used in investing activities	$	97,609

	(Decrease) Increase
Proceeds from debt obligations	$	(36,437)
Repayments of debt obligations	(5,000)
Dividends and distributions paid	(229)
Debt financing costs paid	200
Other financing activities	(184)
Decrease in net cash used in financing activities	$	(41,650)

We generally fund our investment activity through the sale of real estate, property-level financing, unsecured and secured credit facilities, senior unsecured notes, and construction loans. From time to time, we may issue common or preferred shares of beneficial interest, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the six months ended June 30, 2025, when compared to the six months ended June 30, 2024, the change in financing cash flows was due to the following activities (in thousands):


	(Decrease) Increase
Proceeds from debt obligations	$	(277,166)
Repayments of debt obligations	266,059


Dividends and distributions paid	(450)
Debt financing costs paid	4,193
Other financing activities	(376)
Decrease in net cash provided by financing activities	$	(7,740)

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Capitalization

Indebtedness

The table below summarizes our secured and unsecured debt at ~~March~~June 3130, 2025 and December 31, 2024:

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
	(dollars in thousands)
Balance: (a)
Fixed rate	$	2,~~136~~273,610		$	2,123,610
Variable rate - unhedged	~~103~~43,~~373~~370			102,734
Total	$	2,~~239~~316,~~983~~980		$	2,226,344
Percent of Total Debt:
Fixed rate	9598.41		%	95.4		%
Variable rate - unhedged	41.69		%	4.6		%
Total	100.0		%	100.0		%
Weighted-average interest rate at period end:
Fixed rate	6.2		%	6.2		%
Variable rate - unhedged	6.28		%	6.5		%
Total	6.2		%	6.2		%
Weighted-average maturity in years:
Fixed rate	3.64			3.8
Variable rate - unhedged	21.01			0.6
Total	3.53			3.7

(a)Consists of unpaid principal and does not reflect premium/discount or deferred financing costs.

Scheduled principal payments and related weighted average annual effective interest rates for our debt as of ~~March~~June 3130, 2025, were as follows (dollars in thousands):

Period	Principal maturities		Weighted Average Interest Rate of Maturing Debt
2025 (nine months remaining)	$	—	—	%
2025 (six months remaining)	$	—	—	%
2026	3843,~~373~~370		6.8	%
2027	~~765~~700,000		4.65	%
2028	595,000		7.4	%
2029	~~750~~900,000		6.89	%
Thereafter	78,610		5.2	%
Totals	$	2,~~226~~316,~~983~~980	6.2	%

Unsecured Debt

The Operating Partnership is the issuer of our unsecured notes which are fully and unconditionally guaranteed by the Parent Company. The indenture under which the Operating Partnership issued its unsecured notes contains financial covenants, including: (i) a leverage ratio not to exceed 60%; (ii) a secured debt leverage ratio not to exceed 40%; (iii) a debt service coverage ratio of greater than 1.5 to 1.0; and (iv) an unencumbered asset value of not less than 150% of unsecured debt. The Operating Partnership iswas in compliance with all covenants as of ~~March~~June 3130, 2025.

The charter documents of the Parent Company and Operating Partnership do not limit the amount or form of indebtedness that the Operating Partnership may incur, and its policies on debt incurrence are solely within the discretion of the Parent Company’s Board of Trustees, subject to the financial covenants in the credit agreement for our Unsecured Credit Facility, the indenture for our unsecured notes and in our other credit agreements.

Equity

In order to maintain its qualification as a REIT, the Parent Company is required to, among other things, pay dividends to its shareholders of at least 90% of its REIT taxable income. See Note 11, “Beneficiaries' Equity of the Parent Company,” to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for further information related to our dividends declared for the ~~first~~second quarter of 2025.

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Inflation and Lease Pass-Through Provisions

Substantially all our leases are structured as base year or triple net leases which provide for reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per square-foot basis, or in some cases, annual reimbursement of operating expenses above certain per square-foot allowances. In addition, as of ~~March~~June 3130, 2025, approximately 9697% of our leases (as a percentage of the aggregate net rentable square feet of our wholly-owned portfolio) contain annual rent escalations that are either fixed (generally ranging from 2.0% to 3.0% per lease year) or indexed based on a consumer price index or other indices. We believe such lease provisions mitigate adverse impacts of inflation on our earnings from real estate operations. However, recent inflation and higher interest rates have caused an increase in our borrowing costs, including on our variable rate debt, and on our operating expenses that are not subject to the lease pass-through provisions.

We have experienced increased inflation in our Same Store Property Portfolio, as our operating margins decreased to 6163.95% and 63.1% for the three and six months ended ~~March~~June 3130, 2025, respectively from 63.59% and 63.3% for the three and six months ended ~~March~~June 3130, 2024, respectively. The expense reimbursement provisions in our leases resulted in Same Store Property Portfolio operating expense recovery rates of 53.09% and 5251.96% for the three months ended ~~March~~June 3130, 2025 and 2024, respectively and 53.6% and 52.64% for the six months ended June 30, 2025 and 2024, respectively.

Other Contractual Obligations

We provide customary guarantees for certain development projects of our unconsolidated real estate ventures. See Note 1514, “Commitments and Contingencies,” to our Consolidated Financial Statement for further details on payment guarantees provided on behalf of our real estate ventures and refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our contractual obligations.

Funds from Operations (“FFO”)

Pursuant to the revised definition of FFO adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate FFO by adjusting net income/ (loss) attributable to common unit holders (computed in accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated real estate ventures, real estate related depreciation and amortization, and after similar adjustments for unconsolidated real estate ventures. Our calculation of FFO includes gains from sale of undepreciated real estate and other assets, considered incidental to our main business, to third parties or unconsolidated real estate ventures. FFO is a non-GAAP financial measure. We believe that the use of FFO combined with the required GAAP presentations, has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REITs’ operating results more meaningful. We consider FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding property impairments, gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO can help the investing public compare the operating performance of a company’s real estate between periods or as compared to other companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

We consider net income, as defined by GAAP, to be the most comparable earnings measure to FFO. While FFO and FFO per unit are relevant and widely used measures of operating performance of REITs, FFO does not represent cash flow from operations or net income as defined by GAAP and should not be considered as alternatives to those measures in evaluating our liquidity or operating performance. We believe that to further understand our performance, FFO should be compared with our reported net income/(loss) attributable to common unit holders and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

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The following table presents a reconciliation of net income attributable to common shares and common unitholders to FFO for the three and six months ended ~~March~~June 3130, 2025 and 2024:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(amounts in thousands, except share information)
Net loss attributable to common unitholders	$	(27,485)	$	(16,753)
Net income (loss) attributable to common unitholders	$	(89,258)	$	29,987	$	(116,743)	$	13,234
Add (deduct):
Amount allocated to unvested restricted unitholders	~~429~~322		~~336~~277		751		613
Net loss on real estate venture transactions	106		29
Net gain on real estate venture transactions	(304)		(53,762)		(198)		(53,733)
Net gain on disposition of real estate	(3,059)		—
Net (gain) loss on disposition of real estate	86		—		(2,973)		—
Provision for impairment	63,369		6,427		63,369		6,427
Depreciation and amortization:
Real property	38,~~729~~363		3938,~~117~~368		77,092		77,485
Leasing costs including acquired intangibles	4,~~815~~588		54,~~019~~904		9,403		9,923
Company’s share of unconsolidated real estate ventures	119,~~436~~345		1312,~~852~~294		20,781		26,146
Partners’ share of consolidated real estate ventures	(34)		—		(7)		—
Funds from operations	$	2426,~~968~~507	$	4138,~~600~~495	$	51,475	$	80,095
Funds from operations allocable to unvested restricted shareholders	(~~305~~395)		(~~419~~467)		(700)		(886)
Funds from operations available to common share and unit holders (FFO)	$	2426,~~663~~112	$	4138,~~181~~028	$	50,775	$	79,209
Weighted-average shares/units outstanding — basic (a)	~~173~~174,~~431~~048,~~077~~178		~~172~~173,~~722~~078,~~632~~731		173,741,332		172,900,681
Weighted-average shares/units outstanding — fully diluted (a)	178,~~473~~569,~~873~~600		~~174~~175,~~864~~211,~~742~~246		178,514,577		174,857,745

(a)Includes common shares and partnership units outstanding through the three and six months ended ~~March~~June 3130, 2025 and 2024, respectively.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between our yield on invested assets and cost of funds and, in turn, our ability to make distributions or payments to our shareholders. While we have not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or continued economic slowdown, defaults could increase and result in losses to us which would adversely affect our operating results and liquidity.

Interest Rate Risk and Sensitivity Analysis

The analysis below presents the sensitivity of the market value of the Operating Partnership’s financial instruments to selected changes in market rates. The range of changes chosen reflects its view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market rates chosen.

Our financial instruments consist of both fixed and variable rate debt. As of ~~March~~June 3130, 2025, our consolidated debt consisted of (i) unsecured notes with an outstanding principal balance of $1,~~550~~700.0 million, all of which are fixed rate borrowings, (ii) variable rate debt consisting of trust preferred securities that have been swapped to fixed rates with an outstanding principal balance of $78.6 million, (iii) a $600.0 million revolving credit facility with anno outstanding principal balance ~~of $65.0 million~~ , (iv) a secured fixed rate term loan with an outstanding principal balance of $245.0 million , (v) a variable rate construction loan with an outstanding balance of $3843.4 million, and (vi) one unsecured term loan of $250.0 million. The $250.0 million unsecured term loan has been swapped to a fixed rate. All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

If market rates of interest increase by 100 basis points, the fair value of our outstanding secured fixed rate debt would increase by approximately $65.27 million. If market rates of interest decrease by 100 basis points, the fair value of our outstanding secured fixed rate debt would decrease by approximately $65.49 million.

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As of ~~March~~June 3130, 2025, based on prevailing interest rates and credit spreads, the fair value of our unsecured notes was $1,~~524~~731.71 million. For sensitivity purposes, a 100-basis point change in the third -party pricing equates to a change in the total fair value of our debt of approximately $1517.50 million at ~~March~~June 3130, 2025.

From time to time or as the need arises, we use derivative instruments to manage interest rate risk exposures and not for speculative or trading purposes. The total outstanding principal balance of our variable rate debt was approximately $~~432~~372.0 million as of ~~March~~June 3130, 2025. The total fair value of our variable rate debt was approximately $~~407~~351.82 million at ~~March~~June 3130, 2025. For sensitivity purposes, if market rates of interest increase by 100 basis points the fair value of our variable rate debt would decrease by approximately $119.29 million at ~~March~~June 3130, 2025. If market rates of interest decrease by 100 basis points the fair value of our outstanding variable rate debt would increase by approximately $1110.84 million at ~~March~~June 3130, 2025.

These amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments. Due to the uncertainty of specific actions we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

Item 4. Controls and Procedures

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Controls and Procedures (Parent Company)

(a)Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report. Based on this evaluation, the Parent Company’s principal executive officer and principal financial officer have concluded that the Parent Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

(b)Changes in internal control over financial reporting. There was no change in the Parent Company’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.

Controls and Procedures (Operating Partnership)

(a)Evaluation of disclosure controls and procedures. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this quarterly report. Based on this evaluation, the Operating Partnership’s principal executive officer and principal financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

(b)Changes in internal control over financial reporting. There was no change in the Operating Partnership’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of ~~March~~June 3130, 2025, there have been no material changes to the Risk Factors disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)Not applicable.

(c)There were no common share repurchases under the Parent Company’s share repurchase program during the fiscal quarter ended ~~March~~June 3130, 2025. As of ~~March~~June 3130, 2025, $82.9 million remained available for repurchases under the share repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended ~~March~~June 3130, 2025, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1

trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

(a)	Exhibits
	Exhibits No.	Description
	10.1	Form of 2025 Performance-Based Restricted Stock Unit Award Agreement (filed herewith).**
	4.1	Form of 8.875% Guaranteed Note due 2029 (previously filed as an exhibit to the Company's Form 8-K dated June 27, 2025 and incorporated herein by reference).
	10.2	Form of 2025 Restricted Stock Unit Award Agreement (with outperformance feature) (filed herewith).**
	10.1	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).
	31.1	Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).
	31.2	Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).
	31.3	Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).
	31.4	Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 (filed herewith).
	32.1	Certification of the Chief Executive Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
	32.2	Certification of the Chief Financial Officer of Brandywine Realty Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
	32.3	Certification of the Chief Executive Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
	32.4	Certification of the Chief Financial Officer of Brandywine Realty Trust, in its capacity as the general partner of Brandywine Operating Partnership, L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
	101.1	The following materials from the combined Quarterly Reports on Form 10-Q of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. for the quarter ended ~~March~~June 3130, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Equity, (ivv) the Consolidated Statements of Cash Flows, and (vvi) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.
	104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

** Management contract or compensatory plan or arrangement.

Exhibits 32.1, 32.2, 32.3 and 32.4 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall any of such exhibits be deemed to be incorporated by reference in any filing of Brandywine Realty Trust or Brandywine Operating Partnership, L.P. under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

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SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRANDYWINE REALTY TRUST(Registrant)

Date:

~~April~~July 2928, 2025

By:

/s/ Gerard H. Sweeney

Gerard H. Sweeney, President andChief Executive Officer

(Principal Executive Officer)

Date:

~~April~~July 2928, 2025

By:

/s/ Thomas E. Wirth

Thomas E. Wirth, Executive Vice Presidentand Chief Financial Officer

(Principal Financial Officer)

Date:

~~April~~July 2928, 2025

By:

/s/ Daniel Palazzo

Daniel Palazzo, Senior Vice President andChief Accounting Officer

(Principal Accounting Officer)

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SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRANDYWINE OPERATING PARTNERSHIP, L.P.(Registrant)BRANDYWINE REALTY TRUST,as general partner

Date:

~~April~~July 2928, 2025

By:

/s/ Gerard H. Sweeney

Gerard H. Sweeney, President andChief Executive Officer

(Principal Executive Officer)

Date:

~~April~~July 2928, 2025

By:

/s/ Thomas E. Wirth

Thomas E. Wirth, Executive Vice Presidentand Chief Financial Officer

(Principal Financial Officer)

Date:

~~April~~July 2928, 2025

By:

/s/ Daniel Palazzo

Daniel Palazzo, Senior Vice President andChief Accounting Officer

(Principal Accounting Officer)

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