BDN

New in FY2025

• Human Capital Resources As of December 31, 2025, we had approximately 268 full-time employees and ten part-time employees.
• We seek to maintain a challenging, enriching, respectful, inclusive, collaborative and rewarding work environment for our employees whom we consider to be among our most valuable assets.
• We maintain policies and programs that we believe reflect our continued commitment to our employees, including: • a competitive compensation program and benefits package; • operational protocols which prioritize employee health, safety and well-being; • training and career development opportunities and a tuition reimbursement program; and • regular assessment of the engagement, satisfaction and retention of our employees.
• Sustainability, Social Responsibility and Corporate Governance We are committed to implementing and maintaining sustainability, social responsibility, and corporate governance standards while driving value through continual improvement of our operations, portfolio performance, and community impact.
• In 2025, we received our eleventh annual Global Real Estate Sustainability Benchmark (“GRESB”) Green Star ranking.
• We achieved Green Lease Leaders Platinum recognition in the category’s inaugural year, recognizing our collaboration with tenants to equitably align financial and environmental benefits and renewed this certification in 2025 for an additional three years.
• We remain committed to energy efficiency throughout our portfolio.
• We promote meritocracy through employee engagement.
• Brandywine maintains and encourages the use of over 74 acres of green space for community engagement including a focus on biodiversity through our onsite, honey generating, beekeeping habitats and on-site micro farms.
• The following factors, among others, may materially and adversely affect the income generated by our properties and our performance generally: • adverse changes in international, national or local economic and demographic conditions, which may result, from among other things, government policies and regulations, tariffs, market dynamics, rising interest rates, inflation, international trade disputes, government shutdowns and geopolitical conflicts; • increased vacancies or our inability to rent space on favorable terms, including market pressures to offer tenants rent abatements, increased tenant improvement packages, early termination rights, below market rental rates or below-market renewal options; • significant job losses in the financial and professional services industries may occur, which may decrease demand for office space, causing market rental rates and property values to be negatively impacted; • changes in space utilization by our tenants due to technology, economic conditions, impact of pandemics, and business culture may decrease demand for office space, causing market rental rates and property values to be negatively impacted; • deterioration in the financial condition of our tenants may result in tenant defaults under leases, including due to bankruptcy, and adversely impact our ability to collect rents from our tenants; • competition from other office and mixed-use properties, and increased supply of such properties; • increases in non-discretionary operating costs, including insurance expense, utilities, real estate taxes, state and local taxes, labor shortages and heightened security costs may not be offset by increased market rental rates; • increases in operating costs due to inflation may not be offset by increased market rental rates; • reduced values of our properties would limit our ability to dispose of assets at attractive prices, limit our access to debt financing secured by our properties and reduce the availability of unsecured loans; • increases in interest rates, reduced availability of financing and reduced liquidity in the capital markets may adversely affect our ability or the ability of potential buyers of properties and tenants of properties to obtain financing on favorable terms, or at all; • one or more lenders under our unsecured credit facility could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and • civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war may result in uninsured or underinsured losses.
• During the year ended December 31, 2025, we recognized aggregate impairment charges of $67.5 million, $63.4 million of which related to our Real Estate Investments and $4.1 million of which related to our Investment in Unconsolidated Real Estate Ventures.
• See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Impairment.” See also Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparison of Year Ended December 31, 2025 to the Year Ended December 31, 2024 – Provision for Impairment.” We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants.
• The success of such transactions is subject to a number of factors, including the risks that: • we may not be able to acquire a desired property because of competition from other potential acquirers with significant capital, and even if we are able to acquire a desired property, such potential acquirers may significantly increase the purchase price or result in other less favorable terms; • we may not be able to obtain financing for such acquisitions on favorable terms or at all; • acquired properties may fail to perform as expected; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition after making a non-refundable deposit and incurring certain other acquisition-related costs; • the actual costs of repositioning, redeveloping or maintaining acquired properties may be higher than our estimates; • the acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or unfamiliarity with local governmental and permitting procedures; and • we may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into our organization and manage new properties in a way that allows us to realize anticipated cost savings and synergies.
• The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations, our financial condition, results of operations, and cash flows, our ability to make distributions to our shareholders, the market price of our common stock, and our ability to satisfy our debt service obligations.
• Some of these competitors may be less sensitive to risks with respect to the creditworthiness of a tenant or the geographic concentration of their investments.
• These entities also may have more favorable relationships and pricing with suppliers and contractors and may complete construction projects sooner and at lower costs than we are able.
• The increased use of artificial intelligence (“AI ”) and automation may change the uses, space configurations and tenant requirements for certain of our properties in currently unforeseen ways.
• In recent years, companies in certain industries have integrated AI and other advanced technologies, such as robotics and advanced automation of recurring tasks, into their businesses.
• It is widely thought that most industries are in only the early stages of an advanced technology revolution that may have profound, and largely currently unknown, impacts on their businesses.
• It is currently unknown how the ongoing adoption of such advanced technologies and automation across industries will impact the optimal space configurations and infrastructure features, and we may face new tenant requirements and requests that will require significant expenditures that may not be entirely recoverable through increased rents.
• For example, the adoption of AI by our tenants may lead to infrastructure requirements that our buildings currently do not accommodate, such as increased power needs due to high-performance computing.
• Infrastructure upgrades may necessitate substantial capital expenditures and could potentially impact the environmental footprint of our building operations.
• If technological developments result in a reduction or reconfiguration in space requirements by our tenants, demand by individual tenants and prospective tenants for space may decrease over time.
• If we are not able to offset any reduction in demand from the foregoing developments through repurposing space, property dispositions, or other means, the realization of any of the aforementioned risks could have a material adverse impact on our business, revenues and results of operations.
• To the extent climate change causes variations in weather patterns, our markets could experience increases in storm intensity, severe winter weather and rising sea-levels.
• We also rely on a limited number of vendors to provide key services, including, but not limited to, utilities, at certain of our properties.
• If, as a result of unanticipated events, including those resulting from climate change, these vendors fail to adequately provide key services, we may experience significant interruptions in service and disruptions to business operations at our properties, incur remediation costs, and become subject to claims and damage to our reputation.
• Sweeney - President and Chief Executive Officer, Thomas Wirth - Executive Vice President and Chief Financial Officer, Jeffrey DeVuono - Executive Vice President and Senior Managing Director, and William Redd – Executive Vice President and Senior Managing Director.
• Sweeney, Wirth, DeVuono and Redd are important to our success is that each has a favorable reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, unconsolidated real estate venture partners and other investors.
• We are currently completing a transition of our Executive Vice President – Operations.
• Management transitions may create uncertainty and involve a diversion of resources and management attention, be disruptive to our daily operations or impact public or market perception, any of which could negatively impact our ability to operate effectively or execute strategies and result in a material adverse impact on our business, financial conditions and results of operations We are also dependent on our other executive officers for strategic business direction and real estate experience.
• Our ability to make distributions in the future will depend upon, among other things: • the operational and financial performance of our properties; • capital expenditures with respect to existing, developed and newly acquired properties; • the amount of, and the interest rates on, our debt; • capital needs of our unconsolidated real estate ventures; • general and administrative costs associated with our operation as a publicly-held REIT; and • the absence of significant expenditures relating to environmental and other regulatory matters.
• A continued increase in interest rates would further increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.
• Rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense.
• Our business may be adversely affected by social, political and economic instability, unrest or disruption, including legal, regulatory and policy changes by Congress or the presidential administration in the U.S., protests, demonstrations, strikes, riots, civil disturbance, disobedience, insurrection, or social and other political unrest.
• Such events have in the past, and may in the future, result in restrictions, curfews or other actions and give rise to significant changes in regional and global economic conditions and cycles, which may adversely affect our financial condition and operations.
• Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes, particularly following elections, which can lead to changes involving the level of oversight and focus on certain industries and corporate entities.
• Additionally, changes in federal policy that affect the geopolitical landscape, such as the imposition of tariffs and changes to U.S. trade and foreign policy, have, and could in the future, lead to adverse effects on the U.S. domestic economy and our business operations.
• Failure of the U.S. federal government to manage its fiscal matters or to avoid a government shutdown may negatively impact the economic environment and adversely impact our results of operations.
• Congressional disagreement over the federal budget and the maximum amount of debt the federal government is permitted to have outstanding (commonly referred to as the “debt ceiling”), has previously caused the U.S. federal government to shut down for periods of time.

and 4 more.

Gone since FY2024

• As we previously disclosed, in April 2024, we detected unauthorized occurrences by a third party on portions of our information technology systems.
• Upon detecting the unauthorized occurrences, we promptly initiated our previously established response protocols and took steps to contain and remediate the incident.
• As part of our remediation activities, we strengthened our surveillance of cybersecurity threats and our information backup systems.
• Human Capital Resources As of December 31, 2024, we had approximately 285 full-time employees and five part-time employees and one intern.
• We seek to maintain a challenging, enriching, respectful, diverse, inclusive, collaborative and rewarding work environment for our employees whom we consider to be among our most valuable assets.
• We maintain policies and programs that we believe reflect our continued commitment to our employees, including: • a competitive compensation program and benefits package; • operational protocols which prioritize employee health, safety and well-being; • promotion of diversity and inclusion in our hiring practices; ◦ In 2024, approximately 46% of all new hires were females and approximately 46% of all new hires were ethnic minorities. • training and career development opportunities and a tuition reimbursement program; and • regular assessment of the engagement, satisfaction and retention of our employees.
• Environmental, Social, and Corporate Governance We are committed to to implementing and maintaining environmental, social, and governance (“ESG”) standards while driving value through continual improvement of our operations, portfolio performance, and community impact.
• Our reduction targets for energy, greenhouse gas emissions and water aim to reduce consumption by 15% compared to our 2018 baseline by 2025.
• We have reached the following levels as of December 31, 2024: a 35% like-for-like intensity use reduction from baseline for energy, a 29% like-for-like intensity use reduction from baseline for water and a 43% like-for-like intensity use reduction from baseline for greenhouse gas emissions, thus achieving our reduction targets a year early.
• In 2024, we received our tenth annual Global Real Estate Sustainability Benchmark (“GRESB”) Green Star ranking.
• We achieved Green Lease Leaders Platinum recognition in the category’s inaugural year, recognizing our collaboration with tenants to equitably align financial and environmental benefits.
• We remain committed to energy efficiency in our buildings.
• We promote diversity, equity, and inclusion through board diversity and employee engagement.
• Brandywine maintains and encourages the use of over 74 acres of green space for community engagement including a focus on biodiversity through our onsite, honey generating, beekeeping habitats.
• The following factors, among others, may materially and adversely affect the income generated by our properties and our performance generally: • adverse changes in international, national or local economic and demographic conditions; • increased vacancies or our inability to rent space on favorable terms, including market pressures to offer tenants rent abatements, increased tenant improvement packages, early termination rights, below market rental rates or below-market renewal options; • significant job losses in the financial and professional services industries may occur, which may decrease demand for office space, causing market rental rates and property values to be negatively impacted; • changes in space utilization by our tenants due to technology, economic conditions, impact of pandemics, and business culture may decrease demand for office space, causing market rental rates and property values to be negatively impacted; • deterioration in the financial condition of our tenants may result in tenant defaults under leases, including due to bankruptcy, and adversely impact our ability to collect rents from our tenants; • competition from other office and mixed-use properties, and increased supply of such properties; • increases in non-discretionary operating costs, including insurance expense, utilities, real estate taxes, state and local taxes, labor shortages and heightened security costs may not be offset by increased market rental rates; • increases in operating costs due to inflation may not be offset by increased market rental rates; • reduced values of our properties would limit our ability to dispose of assets at attractive prices, limit our access to debt financing secured by our properties and reduce the availability of unsecured loans; • increases in interest rates, reduced availability of financing and reduced liquidity in the capital markets may adversely affect our ability or the ability of potential buyers of properties and tenants of properties to obtain financing on favorable terms, or at all; • one or more lenders under our unsecured credit facility could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and • civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war may result in uninsured or underinsured losses.
• During the year ended December 31, 2023, we recognized aggregate impairment charges of $168.8 million, $131.6 million of which related to our Real Estate Investments and $37.2 million of which related to our Investment in Unconsolidated Real Estate Ventures.
• See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Impairment.” See also Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023 – Provision for Impairment.” We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants.
• The success of such transactions is subject to a number of factors, including the risks that: • we may not be able to obtain financing for such acquisitions on favorable terms; • acquired properties may fail to perform as expected; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition after making a non-refundable deposit and incurring certain other acquisition-related costs; • the actual costs of repositioning, redeveloping or maintaining acquired properties may be higher than our estimates; • the acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or unfamiliarity with local governmental and permitting procedures; and • we may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into our organization and manage new properties in a way that allows us to realize anticipated cost savings and synergies.
• To the extent climate change causes variations in weather patterns, our markets could experience increases in storm intensity and rising sea-levels.
• Sweeney - President and Chief Executive Officer, Thomas Wirth - Executive Vice President and Chief Financial Officer, Jeffrey DeVuono - Executive Vice President and Senior Managing Director, William Redd – Executive Vice President and Senior Managing Director and George Johnstone - Executive Vice President, Operations.
• Sweeney, Wirth, DeVuono, Redd and Johnstone are important to our success is that each has a favorable reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, unconsolidated real estate venture partners and other investors.
• We are dependent on our other executive officers for strategic business direction and real estate experience.
• Our ability to make distributions in the future will depend upon: • the operational and financial performance of our properties; • capital expenditures with respect to existing, developed and newly acquired properties; • the amount of, and the interest rates on, our debt; • capital needs of our unconsolidated real estate ventures; • general and administrative costs associated with our operation as a publicly-held REIT; and • the absence of significant expenditures relating to environmental and other regulatory matters.
• Interest rates have increased and could continue to increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.
• Rising interest rates could continue to increase our interest expense and could limit our ability to refinance existing debt when it matures.
• Our business may be adversely affected by social, political and economic instability, unrest or disruption, including legal, regulatory and policy changes by a new presidential administration in the U.S., protests, demonstrations, strikes, riots, civil disturbance, disobedience, insurrection, or social and other political unrest.
• Such events may result in restrictions, curfews or other actions and give rise to significant changes in regional and global economic conditions and cycles, which may adversely affect our financial condition and operations.
• Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which can lead to changes involving the level of oversight and focus on certain industries and corporate entities.
• Additionally, changes in federal policy that affect the geopolitical landscape, such as the imposition of tariffs and changes to U.S. trade policy, have, and could in the future, lead to adverse effects on the U.S. domestic economy and our business operations.