Brandywine Realty Trust (NYSE: BDN) nets $146.1M from Austin office sale

Rhea-AI Filing Summary

Brandywine Realty Trust, through its operating partnership, completed the disposition of a 206,000 square foot Austin, Texas office building and its 520-space parking garage on July 9, 2026, for a sales price of $151.0 million, generating net proceeds of approximately $146.1 million.

Pro forma, the March 31, 2026 balance sheet shows total assets rising to $3,617,767 thousand, with cash and cash equivalents increasing to $182,269 thousand. The pro forma gain on sale of real estate of $37,978 thousand increases cumulative earnings and Brandywine’s equity to $772,291 thousand. For 2025, removing the property’s results would have reduced rents by $19,159 thousand and operating expenses by $12,277 thousand, with net loss attributable to common shareholders improving from $(179,478) thousand to $(148,491) thousand.

Insights

REIT and balance-sheet analyst

Sale boosts liquidity and crystallizes a gain, but core earnings still show a loss.

The company sold a large Austin office property for $151.0 million, receiving net proceeds of about $146.1 million. On a pro forma basis as of March 31, 2026, cash and cash equivalents increase to $182,269 thousand while total assets are $3,617,767 thousand, reflecting a more cash-heavy balance sheet and removal of the property’s carrying value.

The pro forma gain on sale of real estate of $37,978 thousand lifts cumulative earnings and Brandywine’s equity to $772,291 thousand. However, even after removing the property’s revenues and expenses, the company still reports a pro forma net loss attributable to common shareholders of $(148,491) thousand for the year ended December 31, 2025, compared with a historical loss of $(179,478) thousand. The transaction thus improves reported losses and liquidity, but does not by itself return the business to profitability.

8-K Event Classification

2 items: 2.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

Austin property sales price: $151.0 million Net proceeds from Austin sale: $146.1 million Pro forma gain on sale of real estate: $37,978 thousand +5 more

8 metrics

Austin property sales price $151.0 million Disposition of 206,000 square foot office building and 520-space garage on July 9, 2026

Net proceeds from Austin sale $146.1 million Net cash received from disposition of Austin office property and garage

Pro forma gain on sale of real estate $37,978 thousand Adjustment increasing cumulative earnings and gain on disposition in 2025 pro forma statement

Pro forma total assets $3,617,767 thousand Total assets as of March 31, 2026 on pro forma consolidated balance sheet

Pro forma cash and cash equivalents $182,269 thousand Cash balance as of March 31, 2026 after adding sale proceeds

Pro forma 2025 net loss to common $(148,491) thousand Net loss attributable to common shareholders for year ended December 31, 2025 after adjustments

Historical 2025 net loss to common $(179,478) thousand Net loss attributable to common shareholders before reflecting the Austin disposition

Building size and parking spaces 206,000 square feet; 520 spaces Size of office building and above-ground parking garage in Austin, Texas

Key Terms

unaudited pro forma consolidated financial statements, net gain on disposition of real estate, straight-line rent adjustments, unsecured senior notes, +1 more

5 terms

unaudited pro forma consolidated financial statements financial

"Brandywine Realty Trust Unaudited Pro Forma Consolidated Financial Statements"

net gain on disposition of real estate financial

"Net gain on disposition of real estate | 9,396 | 37,978"

straight-line rent adjustments financial

"includes ... parking rent, and ... straight-line rent adjustments"

unsecured senior notes financial

"Unsecured senior notes, net | 2,073,656"

Unsecured senior notes are loans a company sells to investors that promise regular interest and return of principal but are not backed by specific assets as collateral; they have higher repayment priority than many other debts if the company defaults. They matter to investors because they balance relatively higher claim on repayment with greater risk than secured debt, so their interest rate and recovery prospects reflect that trade-off — like holding a higher-priority IOU without a pledged safety net.

prepaid leasehold interests in land financial

"Prepaid leasehold interests in land held for development, net"

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FAQ

What asset did Brandywine Realty Trust (BDN) sell in Austin, Texas?

Brandywine Realty Trust sold a 206,000 square foot office building and 520-space parking garage in Austin, Texas. The property was sold to an unaffiliated third party, and the transaction is treated as a significant disposition in the company’s pro forma financial information.

How much did Brandywine Realty Trust (BDN) receive from the Austin property sale?

The Austin property sold for $151.0 million, generating approximately $146.1 million of net proceeds. The difference reflects transaction-related items deducted from the gross sales price. These proceeds increase cash and cash equivalents on the pro forma March 31, 2026 balance sheet to $182,269 thousand.

How does the Austin sale affect Brandywine Realty Trust’s (BDN) pro forma 2025 earnings?

Pro forma net loss attributable to common shareholders improves to $(148,491) thousand from $(179,478) thousand for 2025. This reflects removing the property’s rents and expenses and adding a $37,978 thousand pro forma gain on sale of real estate to the results.

What revenue impact does the 405 Colorado disposition have for Brandywine Realty Trust (BDN)?

For 2025, pro forma rents decline by $19,159 thousand after removing the Austin property. Total revenue decreases by $19,268 thousand, reflecting lower base rent, reimbursable tenant costs, parking rent, and straight-line rent adjustments associated with the disposed building and garage.

How did the 405 Colorado sale change Brandywine Realty Trust’s (BDN) pro forma balance sheet?

Total assets on the pro forma March 31, 2026 balance sheet are $3,617,767 thousand, with equity of $772,291 thousand. Operating real estate investments are reduced by the property’s carrying value, while cash and cash equivalents increase by $146,066 thousand from the sale proceeds.

When was the Brandywine Realty Trust (BDN) Austin property sale completed?

The disposition of the Austin, Texas office building and parking garage was completed on July 9, 2026. The company presents unaudited pro forma financial statements as if this significant disposition had occurred earlier to illustrate its potential impact on prior periods.

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

Exhibit						Description
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 three months ended March 31, 2026
104						Cover 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.

- 1 -

BRANDYWINE REALTY TRUST

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of March 31, 2026

(in thousands, except share and per share data)

			BDN Historical						405 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, net			51,236						—												$	51,236
Right of use asset - operating leases, net			17,657						(5,270)						(a)						$	12,387
Operating real estate investments, net			2,514,461						(104,948)												2,409,513
Construction-in-progress			123,659						—												$	123,659
Land held for development			72,110						—												$	72,110
Prepaid leasehold interests in land held for development, net			27,762						—												$	27,762
Total real estate investments, net			2,737,992						(104,948)												2,633,044
Cash and cash equivalents			36,203						146,066						(b)						$	182,269
Restricted cash and escrow			30,093						—												$	30,093
Accounts receivable			23,370						—												$	23,370
Assets held for sale, net			15,383						—												$	15,383
Accrued rent receivable, net of allowance of $424 as of March 31, 2026			184,220						(4,748)						(a)						$	179,472
Investment in unconsolidated real estate ventures			321,534						—												$	321,534
Deferred costs, net			81,143						(6,450)						(a)						$	74,693
Intangible assets, net			20,739						—												$	20,739
Other assets			137,170						—												$	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 facility			65,000						—												$	65,000
Unsecured term loan, net			249,491						—												$	249,491
Unsecured senior notes, net			2,073,656						—												$	2,073,656
Accounts payable and accrued expenses			141,933						—												$	141,933
Distributions payable			14,201						—												$	14,201
Deferred income, gains and rent			20,852						(954)						(a)						$	19,898
Intangible liabilities, net			12,534						—												$	12,534
Lease liability - operating leases			23,764						(6,755)						(a)						$	17,009
Other liabilities			13,133						(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, 2026			1,733						—												1,733
Additional paid-in-capital			3,202,662						—												3,202,662
Deferred compensation payable in common shares			24,282						—												24,282
Common shares in grantor trust, 1,947,350 issued and outstanding as of March 31, 2026			(24,282)						—												(24,282)
Cumulative earnings			556,661						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 equity			734,313						37,978												772,291
Noncontrolling interests			4,879						—												4,879
Total beneficiaries' equity			$	739,192					$	37,978											$	777,170
Total liabilities and beneficiaries' equity			$	3,587,847					$	29,920											$	3,617,767

- 2 -

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 Historical						405 Colorado Disposition						(Notes)						Pro Forma
Revenue
Rents			$	120,657					$	(4,693)					(d); (e)						$	115,964
Third party management fees, labor reimbursement and leasing			4,725						—												4,725
Other			1,622						(10)						(d)						1,612
Total revenue			127,004						(4,703)												122,301
Operating expenses
Property operating expenses			38,526						(1,017)						(d)						37,509
Real estate taxes			11,325						(626)						(d)						10,699
Third party management expenses			2,168						—												2,168
Depreciation and amortization			49,231						(1,344)						(d)						47,887
General and administrative expenses			12,335						—												12,335
Provision for impairment			11,909						—												11,909
Total operating expenses			125,494						(2,987)												122,507
Operating income			1,510						(1,716)												(206)
Other income (expense):
Interest and investment income			666						—												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 interests			213						—												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 outstanding			173,756,736																		173,756,736
Diluted loss per Common Share			$	(0.28)																	$	(0.29)
Diluted weighted average shares outstanding			173,756,736																		173,756,736

- 3 -

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 Historical						405 Colorado Disposition						(Notes)						Pro Forma
Revenue
Rents			$	457,504					$	(19,159)					(d); (e)						$	438,345
Third party management fees, labor reimbursement and leasing			20,329						—												$	20,329
Other			6,621						(109)						(d)						$	6,512
Total revenue			484,454						(19,268)												465,186
Operating expenses
Property operating expenses			131,347						(4,399)						(d)						$	126,948
Real estate taxes			43,602						(2,585)						(d)						$	41,017
Third party management expenses			10,245						—												$	10,245
Depreciation and amortization			176,428						(5,293)						(d)						$	171,135
General and administrative expenses			42,031						—												$	42,031
Provision for impairment			63,392						—												$	63,392
Total operating expenses			467,045						(12,277)												454,768
Gain on sale of real estate
Net gain on disposition of real estate			9,396						37,978						(f)						$	47,374
Net gain on sale of undepreciated real estate			(146)						—												$	(146)
Total gain on sale of real estate			9,250						37,978												47,228
Operating income			26,659						30,987												57,646
Other income (expense):
Interest and investment income			4,402						—												$	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 transactions			183						—												$	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 interests			620						—												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 outstanding			173,464,402																		173,464,402
Diluted loss per Common Share			$	(1.03)																	$	(0.86)
Diluted weighted average shares outstanding			173,464,402																		173,464,402

- 4 -

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.

- 5 -

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 235.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB