bdn-20260710
0001060386False00010603862023-04-192023-04-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2026
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in charter)
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Brandywine Realty Trust:
Emerging growth company ☐
Brandywine Operating Partnership, L.P.:
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.
Brandywine Realty Trust: ☐
Brandywine Operating Partnership, L.P.: ☐


Item 2.01 Completion of Acquisition or Disposition of Assets.
Brandywine Realty Trust (the "Parent Company") is the sole general partner of Brandywine Operating Partnership, L.P. (the "Operating Partnership") and owns its assets and conducts its operations through the Operating 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." On July 9, 2026, the Company completed the disposition of a 206,000 square foot office building and its 520-space above ground parking garage located in Austin, Texas, to an unaffiliated third party for a sales price of $151.0 million and net proceeds of approximately $146.1 million.
Item 9.01    Financial Statements and Exhibits

(a) N/A

(b) Pro forma financial information

The pro forma financial information required pursuant to Article 11 of Regulation S-X is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

(c) N/A

(d) Exhibits
ExhibitDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



Signatures
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, hereunto duly authorized.
BRANDYWINE REALTY TRUST
By:/s/ Thomas E. Wirth
Thomas E. Wirth
Executive Vice President and
Chief Financial Officer
BRANDYWINE OPERATING PARTNERSHIP, L.P.
BY:
BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER
BY:
/s/ Thomas E. Wirth
Thomas E. Wirth
Executive Vice President and
Chief Financial Officer
Date: July 10, 2026



Brandywine Realty Trust Unaudited Pro Forma Consolidated Financial Statements

The pro forma consolidated balance sheet for Brandywine Realty Trust (the “Company, “we” or “us”) as of March 31, 2026 has been prepared as if the significant disposition of the property located in Austin, Texas, during the third quarter of 2026 (noted herein) had occurred as of March 31, 2026. Our pro forma consolidated statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 have been prepared based on our historical financial statements as if the significant disposition during the third quarter of 2026 had occurred on January 1, 2025. Pro forma adjustments are intended to reflect the estimated effect of the disposition of the property described in Note 2. In our opinion, all adjustments necessary to reflect the effects of this disposition have been made.
The pro forma consolidated financial information for the three months ended March 31, 2026 should be read in conjunction with our historical consolidated financial statements and notes thereto in our Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026. The pro forma consolidated financial information for the year ended December 31, 2025 should be read in conjunction with our historical consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025. This pro forma information is presented for informational purposes only and does not purport to be indicative of our financial results as if the transaction reflected herein had occurred on the date disclosed above or been in effect during the periods indicated above, nor are they necessarily indicative of our financial position or results of operations of future periods.

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BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2026
(in thousands, except share and per share data)
BDN Historical405 Colorado Disposition(Notes)Pro Forma
ASSETS 
Real estate investments: 
Operating properties$3,724,851 $(115,121)(a)$3,609,730 
Accumulated depreciation(1,279,283)15,443 
(a)
$(1,263,840)
Prepaid ground leases, net51,236 — $51,236 
Right of use asset - operating leases, net17,657 (5,270)(a)$12,387 
Operating real estate investments, net2,514,461 (104,948)2,409,513 
Construction-in-progress123,659 — $123,659 
Land held for development72,110 — $72,110 
Prepaid leasehold interests in land held for development, net27,762 — $27,762 
Total real estate investments, net2,737,992 (104,948)2,633,044 
Cash and cash equivalents36,203 146,066 (b)$182,269 
Restricted cash and escrow30,093 — $30,093 
Accounts receivable23,370 — $23,370 
Assets held for sale, net15,383 — $15,383 
Accrued rent receivable, net of allowance of $424 as of March 31, 2026184,220 (4,748)
(a)
$179,472 
Investment in unconsolidated real estate ventures321,534 — $321,534 
Deferred costs, net81,143 (6,450)
(a)
$74,693 
Intangible assets, net20,739 — $20,739 
Other assets137,170 — $137,170 
Total assets$3,587,847 $29,920 $3,617,767 
LIABILITIES AND BENEFICIARIES' EQUITY 
Secured debt, net$234,091 $— $234,091 
Unsecured credit facility65,000 — $65,000 
Unsecured term loan, net249,491 — $249,491 
Unsecured senior notes, net2,073,656 — $2,073,656 
Accounts payable and accrued expenses141,933 — $141,933 
Distributions payable14,201 — $14,201 
Deferred income, gains and rent20,852 (954)
(a)
$19,898 
Intangible liabilities, net12,534 — $12,534 
Lease liability - operating leases23,764 (6,755)
(a)
$17,009 
Other liabilities13,133 (349)(a)$12,784 
Total liabilities$2,848,655 $(8,058)$2,840,597 
Brandywine Realty Trust's Equity: 
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 173,711,845 issued and outstanding as of March 31, 20261,733 — 1,733 
Additional paid-in-capital3,202,662 — 3,202,662 
Deferred compensation payable in common shares24,282 — 24,282 
Common shares in grantor trust, 1,947,350 issued and outstanding as of March 31, 2026(24,282)— (24,282)
Cumulative earnings556,661 37,978 (c)594,639 
Accumulated other comprehensive income (loss)126 — 126 
Cumulative distributions(3,026,869)— (3,026,869)
Total Brandywine Realty Trust's equity734,313 37,978 772,291 
Noncontrolling interests4,879 — 4,879 
Total beneficiaries' equity$739,192 $37,978 $777,170 
Total liabilities and beneficiaries' equity$3,587,847 $29,920 $3,617,767 


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BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2026
(in thousands, except share and per share data)
 BDN Historical405 Colorado Disposition(Notes)Pro Forma
Revenue
Rents$120,657 $(4,693)(d); (e)$115,964 
Third party management fees, labor reimbursement and leasing4,725 — 4,725 
Other1,622 (10)(d)1,612 
Total revenue127,004 (4,703)122,301 
Operating expenses
Property operating expenses38,526 (1,017)(d)37,509 
Real estate taxes11,325 (626)
(d)
10,699 
Third party management expenses2,168 — 2,168 
Depreciation and amortization49,231 (1,344)
(d)
47,887 
General and administrative expenses12,335 — 12,335 
Provision for impairment11,909 — 11,909 
Total operating expenses125,494 (2,987)122,507 
Operating income 1,510 (1,716)(206)
Other income (expense):
Interest and investment income666 — 666 
Interest expense(40,889)— (40,889)
Interest expense - amortization of deferred financing costs(1,387)— (1,387)
Equity in loss of unconsolidated real estate ventures(8,702)— (8,702)
Net loss before income taxes(48,802)(1,716)(50,518)
Income tax provision(2)— (2)
Net loss(48,804)(1,716)(50,520)
Net loss attributable to noncontrolling interests213 — 213 
Net loss attributable to Brandywine Realty Trust(48,591)(1,716)(50,307)
Nonforfeitable dividends allocated to unvested restricted shareholders(318)— (318)
Net loss attributable to Common Shareholders of Brandywine Realty Trust$(48,909)$(1,716)$(50,625)
PER SHARE DATA 
Basic loss per Common Share$(0.28)$(0.29)
Basic weighted average shares outstanding173,756,736 173,756,736 
Diluted loss per Common Share$(0.28)$(0.29)
Diluted weighted average shares outstanding173,756,736 173,756,736 


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BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
 BDN Historical405 Colorado Disposition(Notes)Pro Forma
Revenue
Rents$457,504 $(19,159)
(d); (e)
$438,345 
Third party management fees, labor reimbursement and leasing20,329 — $20,329 
Other6,621 (109)
(d)
$6,512 
Total revenue484,454 (19,268)465,186 
Operating expenses
Property operating expenses131,347 (4,399)
(d)
$126,948 
Real estate taxes43,602 (2,585)
(d)
$41,017 
Third party management expenses10,245 — $10,245 
Depreciation and amortization176,428 (5,293)
(d)
$171,135 
General and administrative expenses42,031 — $42,031 
Provision for impairment63,392 — $63,392 
Total operating expenses467,045 (12,277)454,768 
Gain on sale of real estate
Net gain on disposition of real estate9,396 37,978 (f)$47,374 
Net gain on sale of undepreciated real estate(146)— $(146)
Total gain on sale of real estate9,250 37,978 47,228 
Operating income 26,659 30,987 57,646 
Other income (expense):
Interest and investment income4,402 — $4,402 
Interest expense(134,955)— $(134,955)
Interest expense - amortization of deferred financing costs(5,119)— $(5,119)
Equity in loss of unconsolidated real estate ventures(57,681)— $(57,681)
Net gain on real estate venture transactions183 — $183 
Loss on early extinguishment of debt(12,244)— $(12,244)
Net loss before income taxes(178,755)30,987 (147,768)
Income tax provision(112)— $(112)
Net loss(178,867)30,987 (147,880)
Net loss attributable to noncontrolling interests620 — 620 
Net loss attributable to Brandywine Realty Trust(178,247)30,987 (147,260)
Nonforfeitable dividends allocated to unvested restricted shareholders(1,231)— (1,231)
Net loss attributable to Common Shareholders of Brandywine Realty Trust$(179,478)$30,987 $(148,491)
PER SHARE DATA 
Basic loss per Common Share$(1.03)$(0.86)
Basic weighted average shares outstanding173,464,402 173,464,402 
Diluted loss per Common Share$(1.03)$(0.86)
Diluted weighted average shares outstanding173,464,402 173,464,402 


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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
  
Note 1. Basis of Presentation

The pro forma consolidated balance sheet as of March 31, 2026 and the pro forma consolidated statement of operations for the three months ended March 31, 2026 were derived from our historical consolidated financial statements included in our Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026. The pro forma consolidated statement of operations for the year ended December 31, 2025 was derived from our historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Note 2. Pro Forma Adjustments

405 Colorado Disposition

On July 9, 2026, we completed the disposition of a 206,000 square foot office building and its 520-space above ground parking garage located in Austin, Texas, to an unaffiliated third party for a sales price of $151.0 million and net proceeds of approximately $146.1 million.

Balance Sheet Adjustments

(a) These adjustments represent the elimination of the carrying value of the assets and liabilities of the property disposed.

(b) This adjustment represents the net proceeds received from the disposition of the property.

(c) This adjustment represents the pro forma gain on sale of the property. The actual gain on sale of the property recorded upon completion of this disposition may differ materially from the pro forma gain on sale of real estate as a result of events that occurred during the third quarter of 2026.

Statements of Operations Adjustments

(d) These adjustments represent the elimination of the revenue and expenses of the property disposed that were recorded during the three months ended March 31, 2026 and the year ended December 31, 2025.

(e) Adjustment for the three months ended March 31, 2026 includes (i) $2.6 million of contractual base rent, (ii) $1.3 million of reimbursable tenant costs, (iii) $0.7 million of parking rent, and (iv) $0.1 million of straight-line rent adjustments. Adjustment for the year ended December 31, 2025 includes (i) $10.0 million of contractual base rent, (ii) $5.9 million of reimbursable tenant costs, (iii) $2.7 million of parking rent, and (iv) $0.6 million of straight-line rent adjustments.

(f) This adjustment represents the pro forma gain on sale of real estate and has been presented as if the disposition of the property had occurred on January 1, 2025. The actual gain on sale of real estate recorded upon completion of this disposition may differ materially from the pro forma gain on sale of real estate as a result of events that occurred during the second quarter of 2026.




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