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Brandywine Realty Trust sells office property for $240M

The sale's pro forma 2025 presentation includes a $23.6 million impairment provision and a $6.3 million debt-extinguishment loss.

Filing Impact
(Moderate)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

Brandywine Realty Trust (BDN) completed the sale of its 3151 Market Street office property in Philadelphia on September 30, 2026, for $240.0 million, with approximately $233.7 million in net proceeds. The property is a 441,000-square-foot office building with 70 below-grade parking spaces. The company repaid $60.2 million in connection with retiring the property's $57.3 million Commercial Property Assessed Clean Energy loan.

The unaudited pro forma statements model the sale as if it occurred on June 30, 2026, for the balance sheet and January 1, 2025, for operating results. For the six months ended June 30, 2026, pro forma net loss was $74.446 million, compared with historical net loss of $80.339 million; for 2025, pro forma net loss was $202.645 million, compared with historical net loss of $178.867 million. The company says the pro forma information is not necessarily indicative of actual or future results and that actual impairment and debt-extinguishment amounts may differ materially.

1 point · 1 major

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0 major · 1 point

How the balance works

Positive

  • Major pointApproximately $233.7 million in net proceeds came from the completed property sale. 50% of market cap

Negative

  • Moderate point$23.6 million pro forma impairment provision is associated with the disposition. 5% of market cap

Filing Explained

The pro forma balance sheet—not the actual June 30, 2026 position—models the completed sale as if it occurred that day: cash is $211,349 thousand versus historical $37,870 thousand, and secured debt is $88,173 thousand versus $144,260 thousand; the figures are illustrative.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Property sale price $240.0 million 3151 Market Street disposition completed September 30, 2026
Net proceeds Approximately $233.7 million 3151 Market Street disposition
Payment related to C-PACE loan retirement $60.2 million 3151 Market Street disposition
Pro forma net loss $74.446 million Six months ended June 30, 2026
Pro forma net loss $202.645 million Year ended December 31, 2025
Pro forma impairment provision $23.6 million Related to the disposition
Pro forma loss on early extinguishment of debt $6.3 million Related to C-PACE loan repayment
C-PACE loan financial
"Commercial Property Assessed Clean Energy (“C-PACE”) loan"
A C-PACE loan is a long-term financing tool that pays for energy efficiency, renewable energy or resilience upgrades on commercial or multifamily property and is repaid through a special property tax assessment rather than a traditional mortgage. It matters to investors because the repayment attaches to the building (not the owner), can shift cash flow and sale dynamics, and often carries a priority lien that affects lender and buyer risk—like a utility bill added to taxes that stays with the property.
pro forma consolidated financial information financial
"pro forma consolidated financial information"
straight-line rent adjustments financial
"straight-line rent adjustments, reimbursable tenant costs, and deferred market rent"
An accounting method that spreads contractual fixed lease payments evenly over the lease term so rent expense or rental income is recognized on a constant (straight-line) basis, even when cash payments vary by period. Common drivers are step rents, rent-free periods, or fixed escalations; the difference between cash paid or received and the straight-line amount is recorded on the balance sheet as a receivable or liability (deferred rent). It does not apply to genuinely variable or contingent payments that depend on usage, sales, or other performance metrics.
loss on early extinguishment of debt financial
"pro forma loss on early extinguishment of debt related to C-PACE loan repayment"
A loss on early extinguishment of debt is the one-time accounting charge a company records when it pays off a loan or bond before the agreed date and pays more (fees or penalties) than the remaining balance. Think of it like breaking a rental lease early and paying a penalty; it reduces reported profit and uses cash now. Investors watch it because it can lower short-term earnings, affect cash reserves, and signal refinancing or financial stress.
impairment financial
"pro forma provision for impairment"
Impairment occurs when the value of an asset, such as property, equipment, or investments, drops below its recorded worth on the books. This situation signals that the asset may be less valuable than originally thought, similar to discovering that an item you own is worth less than what you paid for it. For investors, recognizing impairment is important because it can affect the overall financial health and future prospects of a business.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did BDN sell 3151 Market Street for?
Brandywine Realty Trust sold the 3151 Market Street property for $240.0 million and received approximately $233.7 million in net proceeds on September 30, 2026. The property is a 441,000-square-foot office building with 70 below-grade parking spaces.

How much debt did BDN repay for the 3151 Market Street sale?
Brandywine Realty Trust repaid $60.2 million related to retirement of the $57.3 million C-PACE loan encumbering 3151 Market Street. The pro forma balance sheet records repayment of the loan's $56.1 million net carrying value and elimination of $3.3 million of prepaid interest associated with the loan.

What do BDN's pro forma statements show for net loss after the sale?
The pro forma statements show net loss of $74.446 million for the six months ended June 30, 2026, and $202.645 million for the year ended December 31, 2025. The company says the pro forma information is not necessarily indicative of actual or future results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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00007908160001060386False00007908162026-09-302026-09-300000790816bdn:BrandywineOperatingPartnershipL.P.Member2026-09-302026-09-30

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): September 30, 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." As previously disclosed, on August 31, 2026, the Company entered into an Agreement of Sale to sell its interest in a 441,000 square foot office building, which includes one level of below grade parking containing 70 parking spaces, located at 3151 Market Street in Philadelphia, Pennsylvania (the "Property") to an unrelated third party (the "Buyer"). On September 30, 2026, the Company completed the disposition of the Property to the Buyer for a sales price of $240.0 million and net proceeds of approximately $233.7 million. In connection with the disposition, the Company repaid $60.2 million related to the retirement of the Company’s $57.3 million Commercial Property Assessed Clean Energy Loan, which encumbered the Property.

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
Unaudited pro forma consolidated financial information for Brandywine Realty Trust for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026
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: October 6, 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 June 30, 2026 has been prepared as if the significant disposition of the property located at 3151 Market Street in Philadelphia, Pennsylvania, during the third quarter of 2026 (noted herein) had occurred as of June 30, 2026. Our pro forma consolidated statements of operations for the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 June 30, 2026
(in thousands, except share and per share data)
BDN Historical3151 Market Street Disposition(Notes)Pro Forma
ASSETS
Real estate investments:
Operating properties$3,527,129 $(234,652)(a)$3,292,477 
Accumulated depreciation(1,241,465)3,032 
(a)
$(1,238,433)
Prepaid ground leases, net34,156 (27,170)(a)$6,986 
Right of use asset - operating leases, net12,266 — $12,266 
Operating real estate investments, net2,332,086 (258,790)2,073,296 
Construction-in-progress85,569 (2,026)(a)$83,543 
Land held for development75,134 — $75,134 
Prepaid leasehold interests in land held for development, net27,762 — $27,762 
Total real estate investments, net2,520,551 (260,816)2,259,735 
Cash and cash equivalents37,870 173,479 (b)$211,349 
Restricted cash and escrow830 — $830 
Accounts receivable19,916 — $19,916 
Assets held for sale, net232,921 — $232,921 
Accrued rent receivable, net of allowance of $369 as of June 30, 2026169,267 (16)
(a)
$169,251 
Investment in unconsolidated real estate ventures336,851 — $336,851 
Deferred costs, net69,222 (568)
(a)
$68,654 
Intangible assets, net13,832 (867)(a)$12,965 
Other assets134,707 (3,517)(a);(c)$131,190 
Total assets$3,535,967 $(92,305)$3,443,662 
LIABILITIES AND BENEFICIARIES' EQUITY
Secured debt, net$144,260 $(56,087)(c)$88,173 
Unsecured credit facility149,000 — $149,000 
Unsecured term loan, net249,593 — $249,593 
Unsecured senior notes, net2,074,153 — $2,074,153 
Accounts payable and accrued expenses136,663 — $136,663 
Distributions payable14,203 — $14,203 
Deferred income, gains and rent21,845 — $21,845 
Intangible liabilities, net12,355 (6,304)(a)$6,051 
Liabilities related to assets held for sale6,775 — $6,775 
Lease liability - operating leases17,031 — $17,031 
Other liabilities14,189 — $14,189 
Total liabilities$2,840,067 $(62,391)$2,777,676 
Brandywine Realty Trust's Equity:
Common Shares of Brandywine Realty Trust's beneficial interest, $0.01 par value; shares authorized 400,000,000; 174,611,856 issued and outstanding as of June 30, 20261,740 — 1,740 
Additional paid-in-capital3,204,718 — 3,204,718 
Deferred compensation payable in common shares25,467 — 25,467 
Common shares in grantor trust, 2,376,607 issued and outstanding as of June 30, 2026(25,467)— (25,467)
Cumulative earnings525,251 (29,914)(d)495,337 
Accumulated other comprehensive income (loss)573 — 573 
Cumulative distributions(3,041,100)— (3,041,100)
Total Brandywine Realty Trust's equity691,182 (29,914)661,268 
Noncontrolling interests4,718 — 4,718 
Total beneficiaries' equity$695,900 $(29,914)$665,986 
Total liabilities and beneficiaries' equity$3,535,967 $(92,305)$3,443,662 


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BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2026
(in thousands, except share and per share data)
BDN Historical3151 Market Street Disposition(Notes)Pro Forma
Revenue
Rents$243,355 $(532)(e); (f)$242,823 
Third party management fees, labor reimbursement and leasing8,788 — $8,788 
Other3,781 — $3,781 
Total revenue255,924 (532)255,392 
Operating expenses
Property operating expenses77,094 (835)(e)$76,259 
Real estate taxes23,006 (250)(e)$22,756 
Third party management expenses4,433 — $4,433 
Depreciation and amortization96,980 (3,106)(e)$93,874 
General and administrative expenses21,598 (38)(e)$21,560 
Provision for impairment11,909 — $11,909 
Total operating expenses235,020 (4,229)230,791 
Gain on sale of real estate
Net gain on disposition of real estate63 — $63 
Total gain on sale of real estate63 — 63 
Operating income 20,967 3,697 24,664 
Other income (expense):
Interest and investment income1,734 — $1,734 
Interest expense(82,820)2,174 (e)$(80,646)
Interest expense - amortization of deferred financing costs(2,732)22 (e)$(2,710)
Equity in loss of unconsolidated real estate ventures(17,440)— $(17,440)
Loss on early extinguishment of debt(24)— (24)
Net loss before income taxes(80,315)5,893 (74,422)
Income tax provision(24)— (24)
Net loss(80,339)5,893 (74,446)
Net loss attributable to noncontrolling interests338 — 338 
Net loss attributable to Brandywine Realty Trust(80,001)5,893 (74,108)
Nonforfeitable dividends allocated to unvested restricted shareholders(566)— (566)
Net loss attributable to Common Shareholders of Brandywine Realty Trust$(80,567)$5,893 $(74,674)
PER SHARE DATA
Basic loss per Common Share$(0.46)$(0.43)
Basic weighted average shares outstanding174,072,403 174,072,403 
Diluted loss per Common Share$(0.46)$(0.43)
Diluted weighted average shares outstanding174,072,403 174,072,403 


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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 Historical3151 Market Street Disposition(Notes)Pro Forma
Revenue
Rents$457,504 $(37)(g)$457,467 
Third party management fees, labor reimbursement and leasing20,329 — $20,329 
Other6,621 — $6,621 
Total revenue484,454 (37)484,417 
Operating expenses
Property operating expenses131,347 (17)(g)$131,330 
Real estate taxes43,602 — $43,602 
Third party management expenses10,245 — $10,245 
Depreciation and amortization176,428 (206)(g)$176,222 
General and administrative expenses42,031 — $42,031 
Provision for impairment63,392 23,648 (h)$87,040 
Total operating expenses467,045 23,425 490,470 
Gain on sale of real estate
Net gain on disposition of real estate9,396 — $9,396 
Net gain on sale of undepreciated real estate(146)— $(146)
Total gain on sale of real estate9,250 — 9,250 
Operating income 26,659 (23,462)3,197 
Other income (expense):
Interest and investment income4,402 — $4,402 
Interest expense(134,955)10,502 (g)$(124,453)
Interest expense - amortization of deferred financing costs(5,119)— $(5,119)
Equity in loss of unconsolidated real estate ventures(57,681)(4,552)(i)$(62,233)
Net gain on real estate venture transactions183 — $183 
Loss on early extinguishment of debt(12,244)(6,266)(j)$(18,510)
Net loss before income taxes(178,755)(23,778)(202,533)
Income tax provision(112)— $(112)
Net loss(178,867)(23,778)(202,645)
Net loss attributable to noncontrolling interests620 — 620 
Net loss attributable to Brandywine Realty Trust(178,247)(23,778)(202,025)
Nonforfeitable dividends allocated to unvested restricted shareholders(1,231)— (1,231)
Net loss attributable to Common Shareholders of Brandywine Realty Trust$(179,478)$(23,778)$(203,256)
PER SHARE DATA
Basic loss per Common Share$(1.03)$(1.17)
Basic weighted average shares outstanding173,464,402 173,464,402 
Diluted loss per Common Share$(1.03)$(1.17)
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 June 30, 2026 and the pro forma consolidated statement of operations for the six months ended June 30, 2026 were derived from our historical consolidated financial statements included in our Quarterly Report on Form 10-Q as of and for the six months ended June 30, 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

3151 Market Street Disposition

On September 30, 2026, we completed the disposition of a 441,000 square foot office building, which includes one level of below grade parking containing 70 parking spaces, located at 3151 Market Street in Philadelphia, Pennsylvania, to an unrelated third party for a sales price of $240.0 million and net proceeds of approximately $233.7 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 approximately $233.7 million net proceeds received from the disposition of the property and the payment of $60.2 million related to the retirement of the Company's $57.3 million Commercial Property Assessed Clean Energy ("C-PACE") loan. The related pro forma adjustment has been included as the loan encumbered the sold property.

(c) This adjustment represents the repayment of the $56.1 million net carrying value of the C-PACE loan the property was encumbered by and the elimination of the prepaid interest associated with the C-PACE Loan of $3.3 million. The related pro forma adjustment has been included as the loan encumbered the sold property.

(d) This adjustment represents the pro forma $23.6 million provision for impairment and $6.3 million loss on early extinguishment of debt related to C-PACE loan repayment. The actual provision for impairment and loss on early extinguishment of debt recorded upon completion of this disposition may differ materially from the pro forma provision for impairment and loss on early extinguishment of debt as a result of events that occurred during the third quarter of 2026.

Statements of Operations Adjustments

(e) These adjustments represent the elimination of the revenue and expenses of the property disposed that were recorded during the six months ended June 30, 2026.

(f) Adjustment for the six months ended June 30, 2026 includes (i) $0.3 million of contractual base rent, (ii) $0.1 million of parking rent, and (iii) $0.1 million of straight-line rent adjustments, reimbursable tenant costs, and deferred market rent.

(g) These adjustments represent the elimination of the revenue and expenses of the property disposed that were recorded during the year ended December 31, 2025 for the period from when the venture was consolidated on December 17, 2025.

(h) This adjustment represents the pro forma provision for impairment has been presented as if the disposition of the property had occurred on January 1, 2025. The actual provision for impairment recorded upon completion of this disposition may differ materially from the pro forma provision for impairment as a result of events that occurred during the third quarter of 2026.

(i) On December 17, 2025, the Company acquired all of its partner's preferred equity interest in the 3151 Market Street Venture. As a result of the acquisition of the preferred equity interest, 3151 Market Street became a wholly owned asset that was consolidated in the fourth quarter of 2025. This adjustment represents the elimination of the equity in loss of unconsolidated real estate ventures from the 3151 Market Street joint venture for the period from January 1, 2025 to December 16, 2025, when the venture was not consolidated.

(j) This adjustment represents the pro forma loss on early extinguishment of debt related to C-PACE loan repayment and has been presented as if the disposition of the property had occurred on January 1, 2025. The related pro forma adjustment has been included as the loan repayment was completed prior to the consummation of the disposition and was required as a condition of the buyer's acquisition of the property. The actual loss on early extinguishment of debt recorded upon completion of this disposition may differ materially from the pro forma loss on early extinguishment of debt as a result of events that occurred during the third quarter of 2026.






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