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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