Brandywine (NYSE: BDN) SVP granted 17,391 shares, withholds 7,431

Rhea-AI Filing Summary

Brandywine Realty Trust reported insider equity activity by SVP & Chief Accounting Officer Daniel A. Palazzo. On 01/22/2026, he acquired 17,391 common shares at $0, representing shares earned under his 2023-2025 Restricted Performance Share Award. On 01/23/2026, 7,431 common shares were withheld at $3.03 per share to satisfy payroll taxes due upon delivery of shares from his 2023-2025 Restricted Performance Share Unit Award. After these transactions, he directly owned 194,499 common shares of beneficial interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PALAZZO DANIEL A

(Last) (First) (Middle)

2929 ARCH STREET, SUITE 1800

SUITE 1800

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRANDYWINE REALTY TRUST [ BDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	01/22/2026		A		17,391(1)	A	$0	201,930	D
Common Shares of Beneficial Interest	01/23/2026		F		7,431(2)	D	$3.03	194,499	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflect the number of common shares earned under the reporting person's 2023-2025 Restricted Performance Share Award.

2. Reflects common shares withheld to satisfy payroll taxes due upon delivery of common shares under the reporting person's 2023-2025 Restricted Performance Share Unit Award.

	/s/ Shawn Neuman as Attorney-in-Fact for Daniel A. Palazzo	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BDN executive Daniel Palazzo report?

SVP & Chief Accounting Officer Daniel A. Palazzo reported earning 17,391 common shares of Brandywine Realty Trust on 01/22/2026 and a subsequent share withholding for taxes on 01/23/2026.

How many Brandywine Realty Trust (BDN) shares did Daniel Palazzo receive?

He received 17,391 common shares at $0 on 01/22/2026, corresponding to his 2023-2025 Restricted Performance Share Award.

Why were 7,431 BDN shares withheld from Daniel Palazzo?

The 7,431 common shares reported with code F on 01/23/2026 were withheld at $3.03 per share to satisfy payroll taxes upon delivery of shares under his 2023-2025 Restricted Performance Share Unit Award.

How many Brandywine Realty Trust shares does Daniel Palazzo own after these transactions?

Following the reported transactions, Daniel A. Palazzo directly owned 194,499 common shares of beneficial interest in Brandywine Realty Trust.

Are these BDN insider transactions open-market buys or equity compensation?

The 17,391-share acquisition reflects shares earned under a Restricted Performance Share Award, and the 7,431-share transaction reflects shares withheld for taxes, both related to equity compensation rather than open-market trades.

What role does Daniel Palazzo hold at Brandywine Realty Trust (BDN)?

Daniel A. Palazzo is an officer of Brandywine Realty Trust, serving as SVP & Chief Accounting Officer, and the reported transactions relate to his compensation awards.