Brandywine Realty Trust (BDN) risk factors, FY2025 10-K

Brandywine Realty Trust's FY2025 10-K, filed Feb 23, 2026, lists 51 risk factors. Against the prior year's 49: 2 new, 6 substantially reworded.

Risk factors listed
510 groups
New this year
2vs 49 last year
Dropped
0since the prior 10-K
Substantially reworded
6of those kept
Section length
12k wordsItem 1A

What the changes say

  • Impairment charges increased from $53.1 million in 2024 to $67.5 million in 2025.
  • Executive leadership lost George Johnstone, and the firm faces new risks from tenant AI infrastructure needs and U.S. government shutdowns.

What changed since the prior 10-K

New

  • New

    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

    Tenant adoption of artificial intelligence and automation may create high-power computing infrastructure demands that our current properties do not accommodate.

  • New

    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

    Federal government shutdowns or debt ceiling defaults could severely disrupt the economy, financial markets, and our tenants' operations.

Reworded

  • 52% rewritten

    We are dependent upon our key personnel

    Removed George Johnstone as Executive Vice President of Operations and noted the executive transition is underway.

  • 38% rewritten

    We face risks associated with property acquisitions

    Added the risk of facing better-capitalized competitor acquirers that drive up property purchase prices.

  • 32% rewritten

    We face possible risks associated with the physical effects of climate change

    Added severe winter weather to the physical climate change risks facing our Philadelphia and Washington, D.C. properties.

  • 30% rewritten

    We face significant competition from other real estate developers

    Added that competitors may have less credit sensitivity, higher risk tolerance, and better supplier pricing than us.

  • 24% rewritten

    Social, political and economic changes or instability, or other circumstances beyond our control could affect our business operations

    Updated to state that civil unrest and policy changes have in the past resulted in business restrictions and curfews.

  • 23% rewritten

    We have incurred, and may in the future incur, impairment charges

    Updated 2024 impairment figures of $53.1 million to 2025 impairment figures of $67.5 million.

All 51 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Adverse economic and geopolitical conditions could have a material adverse effect on our results of operations, financial condition and our ability to pay distributions to our shareholders
  2. 02Our performance is dependent upon the economic conditions of the markets in which our properties are located
  3. 03We have incurred, and may in the future incur, impairment charges23% rewritten
  4. 04We may suffer adverse consequences due to the financial difficulties, bankruptcy or insolvency of our tenants
  5. 05We may experience increased operating costs, which might reduce our profitability
  6. 06Our investment in property development or redevelopment may be more costly or difficult to complete than we anticipate
  7. 07Our development projects and third party property management business may subject us to certain liabilities
  8. 08Our development projects may be dependent on strategic alliances with unaffiliated third parties
  9. 09We face risks associated with the development of mixed-use commercial properties
  10. 10We face risks associated with property acquisitions38% rewritten
  11. 11Acquired properties may subject us to known and unknown liabilities
  12. 12We may be unable to renew leases or re-lease space as leases expire; certain leases may expire early
  13. 13We face significant competition from other real estate developers30% rewritten
  14. 14Property ownership through unconsolidated real estate ventures may limit our ability to act exclusively in our interest
  15. 15Preferred equity, mezzanine loans, and other investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures will expose us to greater risk of loss
  16. 16Because real estate is illiquid, we may be unable to sell properties when in our best interest
  17. 17We have agreed not to sell certain of our properties and to maintain indebtedness subject to guarantees
  18. 18Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows
  19. 19The 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 waysNew
  20. 20Changes in tax rates and regulatory requirements may adversely affect our cash flow and results of operations
  21. 21Potential liability for environmental contamination could result in substantial costs
  22. 22Americans with Disabilities Act compliance could be costly
  23. 23Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders
  24. 24Failure of the Operating Partnership (or a subsidiary partnership or unconsolidated real estate venture) to be treated as a partnership would have serious adverse consequences to our shareholders
  25. 25If any subsidiary REIT failed to qualify as a REIT, we could be directly or indirectly subject to higher taxes and could fail to remain qualified as a REIT
  26. 26To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions
  27. 27We may pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders
  28. 28Partnership tax audit rules could have a material adverse effect on us
  29. 29Legislative or regulatory tax changes related to REITs could materially and adversely affect our business
  30. 30If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, or if we are unable to identify and complete the acquisition of suitable replacement property to effect a Section 1031 Exchange, we may face adverse consequences
  31. 31Failure to obtain the tax benefits and remain compliant within Qualified Opportunity Zones and Keystone Opportunity Zones may have adverse consequences
  32. 32Certain limitations will exist with respect to a third party’s ability to acquire us or effectuate a change in control
  33. 33A pandemic, epidemic or outbreak of a contagious disease could adversely affect us
  34. 34We face possible risks associated with the physical effects of climate change32% rewritten
  35. 35We are dependent upon our key personnel52% rewritten
  36. 36Our ability to make distributions is subject to various risks
  37. 37We face possible federal, state and local tax audits
  38. 38Many factors can have an adverse effect on the market value of our securities
  39. 39Additional issuances of equity securities may be dilutive to shareholders
  40. 40The issuance of preferred securities may adversely affect the rights of holders of our common shares
  41. 41A 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
  42. 42Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our equity shares or debt securities
  43. 43The terms and covenants relating to our indebtedness could adversely impact our economic performance
  44. 44Certain of our mortgages include restrictive covenants and default provisions, which could limit our flexibility, limit our ability to sell the encumbered properties and require us to repay the indebtedness prior to its maturity
  45. 45A downgrading of our debt could subject us to higher borrowing costs
  46. 46Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded
  47. 47Social, political and economic changes or instability, or other circumstances beyond our control could affect our business operations24% rewritten
  48. 48Some potential losses are not covered by insurance
  49. 49We have experienced, and may again experience, data security breach that may cause damage to our business and reputation
  50. 50While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyber risks, such insurance coverage may be insufficient to cover all losses
  51. 51Failure 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 operationsNew

Other Brandywine Realty Trust 10-Ks

  • FY2024 10-K risk factors
    49 risks

    Concentrated exposure to office buildings in Philadelphia and Austin drives asset valuation and operational performance risks. Complex development, joint ventures, and capital-intensive financing needs dominate the risk profile. Strict REIT compliance and tax rules constrain capital allocation and leverage strategies.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.