Brandywine Realty (NYSE: BDN) starts $100M cash note buyback

Q: What consideration will BDN noteholders receive in the tender offers?

Holders whose notes are accepted will receive $1,047.50 per $1,000 of 7.550% notes due 2028 and $1,068.75 per $1,000 of 8.875% notes due 2029, plus accrued and unpaid interest up to, but not including, the settlement date.

Q: When do Brandywine Realty Trust’s (BDN) tender offers expire and settle?

The tender offers are scheduled to expire at 5:00 p.m. New York City time on August 21, 2026 , unless extended or earlier terminated, with the initial settlement date anticipated to be August 25, 2026 , when accepted notes are expected to be paid for.

Q: Are there caps or proration in Brandywine Realty Trust’s (BDN) tender offers?

Each series of notes has a $50,000,000 series cap and there is a total aggregate maximum of $100,000,000 . If tenders exceed these limits, notes of a series may be subject to proration , with a final proration factor set after the expiration date.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Brandywine Realty Trust’s operating partnership has launched concurrent, but separate, cash tender offers for up to $100,000,000 aggregate principal amount of its outstanding notes, subject to series caps of $50,000,000 for its 7.550% guaranteed notes due 2028 and $50,000,000 for its 8.875% guaranteed notes due 2029.

Holders whose notes are accepted will receive $1,047.50 per $1,000 principal amount of the 2028 notes and $1,068.75 per $1,000 principal amount of the 2029 notes, plus accrued interest. The offers expire at 5:00 p.m. New York City time on August 21, 2026, with settlement anticipated on August 25, 2026. The operating partnership intends to fund purchases with cash on hand and/or borrowings under its $600,000,000 line of credit.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate Maximum Tender Amount: $100,000,000 2028 Notes Coupon: 7.550% 2029 Notes Coupon: 8.875% +5 more

8 metrics

Aggregate Maximum Tender Amount $100,000,000 Maximum total principal amount of notes targeted in the tender offers

2028 Notes Coupon 7.550% Coupon rate on guaranteed notes due March 15, 2028

2029 Notes Coupon 8.875% Coupon rate on guaranteed notes due April 12, 2029

2028 Notes Outstanding $350,000,000 Aggregate principal amount of 7.550% notes due 2028 outstanding

2029 Notes Outstanding $550,000,000 Aggregate principal amount of 8.875% notes due 2029 outstanding

2028 Series Cap $50,000,000 Maximum principal amount of 2028 notes to be purchased

2029 Series Cap $50,000,000 Maximum principal amount of 2029 notes to be purchased

Line of Credit $600,000,000 Credit facility that may be used to fund tender offer consideration

Key Terms

cash tender offers, Series Cap, Tender Offer Consideration, Accrued Interest, +2 more

6 terms

cash tender offers financial

"has commenced the concurrent, but separate, cash tender offers"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

Series Cap financial

"subject to the Series Caps comprised of up to $50,000,000"

Tender Offer Consideration financial

"In addition to the applicable Tender Offer Consideration as determined"

The form of payment an investor receives when a buyer seeks to purchase shares through a tender offer—commonly cash, shares of the buyer, or a mix of both. Like choosing between immediate cash or trade credit at a store, the choice affects how much value you actually get today, whether you keep an ownership stake, possible tax consequences, and how easily you can sell the proceeds, so it directly influences an investor’s financial outcome from the deal.

Accrued Interest financial

"and the Accrued Interest, from the last interest payment date"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

Aggregate Maximum Tender Amount financial

"for up to $100,000,000 in aggregate principal amount the Aggregate Maximum Tender Amount"

The aggregate maximum tender amount is the total dollar value or number of shares a buyer sets as the upper limit for a tender offer — essentially the biggest “bucket” of stock or cash the buyer is willing to accept. It matters to investors because it determines whether all shareholders who want to sell will be able to do so; if more shares are offered than that limit, the buyer will accept only part of each seller’s offer, meaning some shareholders may have only a portion of their sale executed.

Withdrawal Deadline financial

"the 10th business day after commencement of such Tender Offer the Withdrawal Deadline"

The withdrawal deadline is the last date and time by which an investor can change or cancel a previously made choice in a corporate action—such as pulling back shares from a tender offer, revoking consent, or requesting a refund. It matters because after that cutoff the choice becomes final and binding, so missing it can lock in financial consequences or foreclose opportunities; think of it like the final day to cancel a hotel booking without penalty.

FAQ

What debt tender offers did Brandywine Realty Trust (BDN) announce?

Brandywine’s operating partnership launched concurrent cash tender offers for up to $100,000,000 total principal of its 7.550% notes due 2028 and 8.875% notes due 2029, each with a $50,000,000 series cap, on the terms in its Offer to Purchase.

What consideration will BDN noteholders receive in the tender offers?

Holders whose notes are accepted will receive $1,047.50 per $1,000 of 7.550% notes due 2028 and $1,068.75 per $1,000 of 8.875% notes due 2029, plus accrued and unpaid interest up to, but not including, the settlement date.

When do Brandywine Realty Trust’s (BDN) tender offers expire and settle?

The tender offers are scheduled to expire at 5:00 p.m. New York City time on August 21, 2026, unless extended or earlier terminated, with the initial settlement date anticipated to be August 25, 2026, when accepted notes are expected to be paid for.

How will Brandywine (BDN) fund the cash required for the tender offers?

The operating partnership intends to fund the tender offer consideration using cash on hand and/or borrowings under its $600,000,000 line of credit available under its Second Amended and Restated Credit Agreement, depending on capital needs at the time of settlement.

Are there caps or proration in Brandywine Realty Trust’s (BDN) tender offers?

Each series of notes has a $50,000,000 series cap and there is a total aggregate maximum of $100,000,000. If tenders exceed these limits, notes of a series may be subject to proration, with a final proration factor set after the expiration date.

Can BDN noteholders withdraw tenders from the offers?

Noteholders may withdraw tendered notes at or before the earlier of the Expiration Date or the 10th business day after commencement if the offer is extended, and after the 60th business day if any tender offer has not been consummated by then.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 09:55 AM Accepted by SEC EDGAR 08/17/2026 - 07:56 AM

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): August 17, 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,

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 7.01 Regulation FD Disclosure

On August 17, 2026, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), issued a press release (“Press Release”) announcing that its operating partnership, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), has commenced the concurrent, but separate, cash tender offers (the “Tender Offers”) for up to $100,000,000 in aggregate principal amount of its outstanding Notes (as defined below), subject to the Series Caps (as defined below), comprised of (i) up to $50,000,000 in aggregate principal amount (the “2028 Series Cap”) of its outstanding 7.550% guaranteed notes due 2028 (the “2028 Notes”) and (ii) up to $50,000,000 in aggregate principal amount (the “2029 Series Cap” and, together with the 2028 Series Cap, the “Series Caps”) of its outstanding 8.875% guaranteed notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”). The complete terms and conditions of the Tender Offers are set forth in an offer to purchase (the “Offer to Purchase”) that will be sent to registered holders of the Notes (“Holders”) and be posted online at https://www.gbsc-usa.com/brandywine/. The Tender Offers will expire at 5:00 p.m., New York City time, on August 21, 2026, unless extended or earlier terminated by the Operating Partnership (the “Expiration Date”).

In addition to the applicable Tender Offer Consideration (as defined in the Offer to Purchase), as determined in the manner described in the Offer to Purchase, Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Operating Partnership initially makes payment for such Notes, which date is anticipated to be August 25, 2026 (the “Settlement Date”).

A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits


Exhibit		Description

99.1		Press Release of Brandywine Realty Trust dated August 17, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities and 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
		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
		Executive Vice President and Chief Financial Officer

Date: August 17, 2026

Exhibit 99.1

Company / Investor Contact:

Tom Wirth

EVP & CFO

610-832-7434

tom.wirth@bdnreit.com

Brandywine Realty Trust Announces Cash Tender Offers

PHILADELPHIA, PA, August 17, 2026 — Brandywine Realty Trust (NYSE:BDN) announced today that its operating partnership, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), has commenced the concurrent, but separate, cash tender offers (the “Tender Offers”) for up to $100,000,000 in aggregate principal amount (the “Aggregate Maximum Tender Amount”) of its outstanding Notes (as defined below), subject to the Series Caps (as defined below), comprised of (i) up to $50,000,000 in aggregate principal amount (the “2028 Series Cap”) of its outstanding 7.550% guaranteed notes due 2028 (the “2028 Notes”) and (ii) up to $50,000,000 in aggregate principal amount (the “2029 Series Cap” and, together with the 2028 Series Cap, the “Series Caps”) of its outstanding 8.875% guaranteed notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”).

Certain information regarding the Notes and the pricing for the Tender Offers is set forth in the table below.


Title of Notes	CUSIP Number/ ISIN⁽²⁾		Aggregate Principal Amount Outstanding⁽³⁾		Series Cap⁽⁴⁾		Tender Offer Consideration⁽⁵⁾
7.550% Guaranteed Notes due March 15, 2028⁽¹⁾		105340 AR4/ US105340AR47	$	350,000,000	$	50,000,000	$	1,047.50
8.875% Guaranteed Notes due April 12, 2029		105340 AS2/ US105340AS20	$	550,000,000	$	50,000,000	$	1,068.75

(1)	As of the date of this press release, as a result of downgrades in our senior unsecured credit ratings since the date of issuance of the 2028 Notes, the interest rate on the 2028 Notes has increased an aggregate of 75 bps to 8.30% due to the coupon adjustment provisions in the 2028 Notes.

(2)	No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in this press release. They are provided solely for the convenience of the Holders (as defined herein) of the Notes.

(3)	As of the date of this press release.

(4)

The Series Caps represent the maximum aggregate principal amount of Notes of such series pursuant to the Tender Offers. The Operating Partnership reserves the right, but is under no obligation, to increase or decrease the Aggregate Maximum Tender Amount and/or any Series Cap at any time, without extending the Withdrawal Deadline (as defined herein) for any Tender Offer or otherwise reinstating withdrawal or revocation rights of Holders, subject to applicable law, which could result in the Operating Partnership purchasing a greater or lesser aggregate principal amount of Notes in the Tender Offers. There can be no assurance that the Operating Partnership will exercise its right to increase or decrease the Aggregate Maximum Tender Amount and/or any Series Cap. If the Operating Partnership increases or decreases the Aggregate Maximum Tender Amount and/or any Series Cap, the Operating Partnership reserves the right to extend the Expiration Date.

(5)	Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Operating Partnership. Excludes Accrued Interest (as defined herein), which will be paid on Notes accepted for purchase by the Operating Partnership.

The Tender Offers consist of offers on the terms and conditions set forth in the offer to purchase, dated August 17, 2026 (the “Offer to Purchase”). The Tender Offers are open to all registered holders (the “Holders”) of the Notes. The Tender Offers are not conditioned upon any minimum aggregate principal amount of Notes being tendered. The Operating Partnership will only accept for purchase Notes up to an aggregate principal amount that will not exceed a Series Cap or the Aggregate Maximum Tender Amount. The Operating Partnership reserves the right, but is under no obligation, to increase or decrease the Aggregate Maximum Tender Amount and/or any Series Cap at any time without extending the Withdrawal Deadline for any Tender Offer or otherwise reinstating withdrawal or revocation rights of Holders, subject to applicable law, which could result in the Operating Partnership purchasing a greater or lesser aggregate principal amount of Notes in the Tender Offers.


2929 Arch Street, Suite 1800, Philadelphia, PA 19104		Phone: (610) 325-5600 • Fax: (610) 325-5622

The Tender Offers will expire at 5:00 p.m., New York City time, on August 21, 2026, unless extended or earlier terminated by the Operating Partnership (such time and date, as the same may be extended, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes prior to or at the Expiration Date to be eligible to receive the applicable Tender Offer Consideration (as defined in the Offer to Purchase) and the Accrued Interest. Holders will receive the applicable Tender Offer Consideration per their series of Notes, as set forth in the table above, per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers. Notes tendered after the Expiration Date will not be valid and will not be purchased pursuant to the Tender Offers.

Notes of a series may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount and/or any Series Cap to be exceeded. If proration of the tendered Notes of any series is required, the Operating Partnership will determine the final proration factor as soon as practicable after the Expiration Date.

Holders who validly tender their Notes, may validly withdraw their tendered Notes at any time (a) at or prior to the earlier of (i) the Expiration Date, and (ii) if any Tender Offer is extended, the 10th business day after commencement of such Tender Offer or (b) at any time after the 60th business day after commencement of the Tender Offers if for any reason any Tender Offer has not been consummated within 60-business days after commencement of such Tender Offer (the “Withdrawal Deadline”).

Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Operating Partnership initially makes payment for such Notes (“Accrued Interest”), which date is anticipated to be August 25, 2026 (the “Settlement Date”). The Operating Partnership intends to fund the Tender Offer Consideration for the Notes tendered in the Tender Offers with cash on hand and/or borrowings under the $600,000,000 line of credit under the Operating Partnership’s Second Amended and Restated Credit Agreement. Additional terms and conditions of the Tender Offers are set forth in the Offer to Purchase.

Each Tender Offer is a separate offer, and each Tender Offer may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Tender Offer. The Tender Offers are subject to the satisfaction or waiver of certain conditions, and the Operating Partnership expressly reserves its right, subject to applicable law, to terminate the Tender Offers at any time prior to the Expiration Date.

Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. A copy of the Offer to Purchase is available at https://www.gbsc-usa.com/brandywine/ or may be obtained from Global Bondholder Services Corporation, the Information Agent for the Tender Offer, at (855) 654-2015 (toll-free) or (212) 430-3774 (collect) or at contact@gbsc-usa.com. In connection with the Tender Offers, the Operating Partnership has retained BofA Securities, Inc. to act as Dealer Manager (as defined in the Offer to Purchase) and Citizens JMP Securities, LLC, M&T Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC to act as Joint Dealer Managers. Questions regarding the Tender Offers may be directed to the Dealer Manager for the Tender Offer, BofA Securities, Inc. at (888) 292-0070 (toll-free) or (646) 743-2120 (collect) or at debt_advisory@bofa.com.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes or any other securities of the Operating Partnership nor is it a solicitation for acceptance of the Tender Offer. The Operating Partnership is making the Tender Offers only by, and pursuant to the terms of, the Offer to Purchase. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Brandywine Realty Trust, the Operating Partnership, the Dealer Managers, the Depositary or the Information Agent makes any recommendation in connection with the Tender Offer.

About Brandywine Realty Trust

Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly traded, full-service, integrated real estate companies in the United States with a core focus in Philadelphia, PA and Austin, TX. Organized as a real estate investment trust (REIT), we own, develop, lease and manage an urban, town center and transit-oriented portfolio comprising 112 properties and 19.2 million square feet as of June 30, 2026. Our purpose is to shape, connect and inspire the world around us through our expertise, the relationships we foster, the communities in which we live and work, and the history we build together. For more information, please visit www.brandywinerealty.com.

-2-

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe-harbor provisions of the 1995 Act. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “will,” “strategy,” “expects,” “seeks,” “believes,” “potential,” or other similar words. Because such statements involve known and unknown risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and not within our control. Factors that might cause actual results to differ materially from our expectations are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025. Accordingly, we caution readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

EX-99.1 EX-99.1 21.4 KB