[8-K] BRANDYWINE REALTY TRUST Reports Material Event

Rhea-AI Filing Summary

Brandywine Realty Trust and its operating partnership completed a notes offering that generated approximately $296.3 million in net proceeds after underwriting discounts and transaction expenses. The offering consists of 6.125% Guaranteed Notes due 2031, with the net proceeds designated to repay consolidated secured debt and for general corporate purposes, which may include repaying or repurchasing other indebtedness. The filing attaches the form of the notes, related indentures, and a press release as Exhibit 99.1. The notes may be redeemed at 100% of principal plus accrued interest on or after the Par Call Date, and certain events of default allow acceleration by the trustee or holders of at least 25% of outstanding principal.

Insights

Capital Markets Analyst

BDN issued $296.3M of 6.125% notes due 2031 to refinance secured debt.

The company raised approximately $296.3 million in net proceeds from the notes offering, and the filing states those proceeds will be used to repay consolidated secured debt and for general corporate purposes. The offering documentation and a press release are filed as exhibits, and the form of the notes and related indentures are included.

The notes are redeemable at 100% of principal after the Par Call Date, and an acceleration clause exists if specified defaults continue and holders of 25% of a series act. These are contractual mechanics explicitly disclosed in the filing.

Credit/Structuring Specialist

Terms include a fixed 6.125% coupon, 2031 maturity, and standard redemption/acceleration provisions.

The filing shows the coupon and maturity and references the Indenture and supplemental indentures as filed exhibits, confirming legal documentation for the debt security. Redemption at par after the Par Call Date and acceleration rights are documented in the indenture language included in the filing.

The filing also discloses that certain underwriter affiliates and the indenture trustee are lenders/agents under the company’s revolving credit facility, a related-party relationship explicitly stated in the document.

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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): October 3, 2025

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 1.01 Entry into a Material Definitive Agreement

On October 3, 2025, Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), completed its offering and sale (the “Notes Offering”) of $300 million in aggregate principal amount of its 6.125% Guaranteed Notes due 2031 (the “Notes”). The Notes Offering was made pursuant to the Operating Partnership’s shelf registration statement on Form S-3 (File No. 333-270133) filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2023. The material terms of the Notes are described in the base prospectus dated February 28, 2023, as supplemented by a final prospectus supplement dated September 29, 2025.

The Notes were issued under the Indenture, dated as of October 22, 2004 (the “Original Indenture,” and, as modified or supplemented from time to time, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of May 25, 2005 (the “First Supplemental Indenture”), and the Third Supplemental Indenture dated as of April 5, 2011 (the “Third Supplemental Indenture”), among Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), the Operating Partnership and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.

The Notes bear interest at a rate of 6.125% per year. Interest is payable on the Notes semi-annually on January 15 and July 15 of each year, beginning on January 15, 2026.

The Notes are unsecured obligations of the Operating Partnership and will rank equally with all of its other unsecured unsubordinated indebtedness from time to time outstanding. The Notes will be effectively subordinated to the indebtedness and other liabilities of the consolidated subsidiaries of the Operating Partnership. The Company, which is the sole general partner of the Operating Partnership, has fully and unconditionally guaranteed payment of principal and interest on the Notes.

Prior to December 15, 2030 (one month prior to the Notes’ maturity date) (the “Par Call Date”), the Operating Partnership may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

If certain events of default specified in the Indenture occur and are continuing with respect to a series of the Notes, the Trustee or the holders of not less than 25% in outstanding principal amount of a series of the Notes may declare the principal of and premium, if any, and accrued and unpaid interest on the Notes to be due and payable immediately by written notice thereof to the Operating Partnership and the Company (and to the Trustee if given by the holders).

The net proceeds from the Notes Offering amounted to approximately $296.3 million after deducting the underwriting discount and estimated transaction expenses relating to the Notes Offering and payable by the Operating Partnership and excluding accrued interest paid by the purchasers of the Notes. The Operating Partnership will use the net proceeds from the Notes Offering to repay its consolidated secured debt and for general corporate purposes, which may include the repayment, repurchase or other retirement of other indebtedness.

Affiliates of certain of the Underwriters, and the trustee under the indenture for the notes, are lenders and/or agents under the unsecured revolving credit facility. To the extent that the net proceeds from the offering are used to repay amounts that have been borrowed, may borrow or re-borrow in the future under the unsecured revolving credit facility and term loan facility, those lenders will receive a pro rata portion of any of the proceeds from this offering that are used to repay any such amounts.

The foregoing is a summary of the material terms and conditions of the Indenture and is not a complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Original Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, and the Notes. The Original Indenture previously was filed with the Commission on October 22, 2004, as Exhibit 4.1 to the Company’s Current Report on Form 8-K, and is incorporated into this Item 1.01 by this reference. The First Supplemental Indenture previously was filed with the Commission on May 26, 2005, as Exhibit 4.1 to the Company’s Current Report on Form 8-K, and is incorporated into this Item 1.01 by this reference. The Third Supplemental Indenture previously was filed with the Commission on April 5, 2011, as Exhibit 4.1 to the Company’s Current Report on Form 8-K, and is incorporated into this Item 1.01 by this reference. A form of Note is included in Exhibit 4.1, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by this reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes Offering and the issuance of the Notes is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

On October 3, 2025, the Company issued a press release announcing the closing of the Notes Offering.

A copy of the press release announcing the closing of the Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit		Description
4.1		Form of 6.125% Guaranteed Notes due 2031.
4.2		Indenture dated October 22, 2004 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated October 22, 2004 and incorporated herein by reference).
4.3		First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated May 26, 2005 and incorporated herein by reference).
4.4		Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated April 5, 2011 and incorporated herein by reference).
99.1		Brandywine Realty Trust Press Release dated October 3, 2025.
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: October 3, 2025

FAQ

What was the size of Brandywine's notes offering (BDN)?

The filing states net proceeds from the notes offering were approximately $296.3 million after underwriting discounts and estimated transaction expenses.

What are the coupon and maturity of the new notes?

The offering consists of 6.125% Guaranteed Notes due 2031.

How will Brandywine use the proceeds from the offering?

The Operating Partnership will use the net proceeds to repay consolidated secured debt and for general corporate purposes, which may include repaying or repurchasing other indebtedness.

Are there redemption or acceleration provisions disclosed?

Yes. On or after the Par Call Date the notes may be redeemed at 100% of principal plus accrued interest, and the trustee or holders of at least 25% of a series may accelerate payment upon certain continuing events of default.

Where can I find the legal documents for the notes?

The filing attaches the form of the notes, the Indenture and supplemental indentures, and a press release filed as Exhibit 99.1.

Does the filing disclose any related-party relationships?

Yes. The filing states affiliates of certain underwriters and the indenture trustee are lenders and/or agents under the company’s unsecured revolving credit facility.