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Brandywine (NYSE: BDN) extends credit facility and adds 5M LTIP shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brandywine Realty Trust extended the maturity of its revolving credit facility by six months, moving the due date from June 30, 2026 to December 30, 2026. The borrowers submitted an extension notice and paid a fee equal to 0.0625% of the facility, with no other credit agreement terms changed.

At the same meeting, shareholders approved an amendment to the 2023 Long-Term Incentive Plan, increasing the number of common shares available by 5,000,000 and extending the plan’s term to March 19, 2036. Six trustees were elected, PricewaterhouseCoopers LLP was ratified as auditor for 2026, and advisory say-on-pay and the plan amendment each received shareholder support.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolver maturity extension Six months Revolving Credit Facility extended to December 30, 2026 from June 30, 2026
Extension fee 0.0625% of Revolving Credit Facility Paid in connection with six-month maturity extension
LTIP share increase 5,000,000 shares Additional common shares authorized under 2023 Long-Term Incentive Plan
LTIP term March 19, 2036 Extended expiration date of 2023 Long-Term Incentive Plan
Auditor ratification votes for 134,853,955 shares Votes for ratifying PricewaterhouseCoopers LLP for 2026
Say-on-pay votes for 89,701,582 shares Non-binding advisory approval of executive compensation
LTIP amendment votes for 76,815,675 shares Votes supporting amendment to 2023 Long-Term Incentive Plan
Revolving Credit Facility financial
"extended the maturity date of the Borrowers’ revolving credit facility (the “Revolving Credit Facility”)"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Long-Term Incentive Plan financial
"the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”)"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
non-binding, advisory resolution regulatory
"a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers"
broker non-votes regulatory
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for calendar year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
00007908160001060386False00007908162022-05-182022-05-180000790816bdn:BrandywineOperatingPartnershipL.P.Member2022-05-182022-05-18

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): May 28, 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 1.01    Entry into a Material Definitive Agreement.

On May 28, 2026, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and its operating partnership, Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Borrowers”) extended the maturity date of the Borrowers’ revolving credit facility (the “Revolving Credit Facility”) provided under the Borrowers’ Second Amended and Restated Credit Agreement, dated as of June 30, 2022 (the “Credit Agreement”), by and among the Borrowers, Bank of America, N.A., as administrative agent and lender, and the other agents and lenders party thereto, for a period of six months from June 30, 2026 to December 30, 2026. The Revolving Credit Facility has a scheduled maturity date of June 30, 2026, subject to two six-month extensions available at the Borrowers’ option on specified terms and conditions.

In connection therewith, the Borrowers submitted a written extension notice to the administrative agent and paid an extension fee equal to 0.0625% of the Revolving Credit Facility. Other than the extension of the maturity date for the Revolving Credit Facility, no other provisions of the Credit Agreement were modified. A copy of the Credit Agreement was previously filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on June 30, 2022.


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

The information set forth above in Item 1.01 of this Current Form on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) The Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 28, 2026. At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”) to increase the number of common shares that may be issued thereunder by 5,000,000 shares and to extend the term of the 2023 Plan to March 19, 2036. The Amendment was approved by the Company’s Board of Directors on March 19, 2026, subject to shareholder approval in accordance with the terms of the 2023 Plan and New York Stock Exchange Listing requirements. Other than the increase in the number of shares subject to the 2023 Plan and the extension of the term of the 2023 Plan, the Amendment makes no other changes to the 2023 Plan.

For a description of the principal terms of the 2023 Plan, as amended, see “Proposal 4: Approval of the Amendment to the 2023 Long-Tern Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2026, which description is incorporated herein by reference. A copy of the 2023 Plan, as amended, is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders
As noted above, the Annual Meeting was held on May 28, 2026. At the Annual Meeting, the Company’s shareholders voted on: (1) the election of six trustees, each to serve for a term expiring at the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026; (3) a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers; and (4) the Amendment. The voting results for these proposals were as follows:

PROPOSAL 1. Election of trustees to serve until the 2027 annual meeting of shareholders and until his or her successor is elected and qualified.


Trustee
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Reginald DesRoches
96,347,06510,951,247171,99835,130,456
James C. Diggs
93,330,45214,002,211137,64735,130,456
H. Richard Haverstick, Jr.
96,403,67410,923,335143,30135,130,456
Joan M. Lau
83,634,46423,692,625143,22135,130,456
Charles P. Pizzi
86,797,53320,538,365134,41235,130,456
Gerard H. Sweeney
98,126,6689,213,332130,31035,130,456
PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026.
Votes For
Votes Against
Abstentions
134,853,9557,100,190646,621

PROPOSAL 3. Non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-Votes
89,701,58217,335,333433,39535,130,456

PROPOSAL 4. A amendment to the Company’s 2023 Long-Term Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
76,815,67530,406,339248,29635,130,456


Item 9.01 Financial Statements and Exhibits

Exhibits
Exhibits No.Description
10.1
Revolving Credit Facility Extension Notice.
10.2
Brandywine Realty Trust 2023 Long-Term Incentive Plan, as amended (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 7, 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/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
BRANDYWINE OPERATING PARTNERSHIP, L.P.
BY:
BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER
BY:
/s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer
Date: May 28, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What change did Brandywine Realty Trust (BDN) make to its credit facility?

Brandywine Realty Trust extended the maturity of its revolving credit facility by six months, from June 30, 2026 to December 30, 2026. The company paid an extension fee of 0.0625% of the facility, and all other credit agreement terms remained unchanged.

How did Brandywine Realty Trust (BDN) amend its 2023 Long-Term Incentive Plan?

Shareholders approved an amendment to Brandywine’s 2023 Long-Term Incentive Plan adding 5,000,000 common shares available for issuance. The amendment also extended the plan’s term to March 19, 2036, while leaving all other plan provisions in place as previously disclosed.

Were Brandywine Realty Trust’s (BDN) trustees re-elected at the 2026 annual meeting?

At the May 28, 2026 annual meeting, shareholders elected six trustees to serve until the 2027 annual meeting. Each nominee, including Gerard H. Sweeney and Reginald DesRoches, received more votes “for” than “against,” with additional broker non-votes reported in the tallies.

Did Brandywine Realty Trust (BDN) shareholders approve the auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Brandywine’s independent registered public accounting firm for calendar year 2026. The vote totaled 134,853,955 shares for, 7,100,190 against, and 646,621 abstentions, confirming continued engagement of the same audit firm.

How did Brandywine Realty Trust (BDN) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory resolution on executive compensation. The say-on-pay proposal received 89,701,582 votes for, 17,335,333 against, 433,395 abstentions, and 35,130,456 broker non-votes, indicating overall support for the company’s named executive officer pay practices.

What were the vote results for Brandywine’s (BDN) amendment to the 2023 incentive plan?

The amendment to the 2023 Long-Term Incentive Plan passed with 76,815,675 votes for, 30,406,339 against, 248,296 abstentions, and 35,130,456 broker non-votes. This approval allows additional share issuance under the plan and extends its duration to March 19, 2036.

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