Brandywine (NYSE: BDN) EVP reports equity awards and tax trades

Rhea-AI Filing Summary

Brandywine Realty Trust EVP of Operations George Johnstone reported equity compensation and related tax-withholding transactions in company common shares. On January 22, 2026, he acquired 52,825 common shares at $0 under his 2023–2025 Restricted Performance Share Award and 66,032 common shares at $0 under the outperformance element of his 2023–2025 Restricted Share Unit Award.

On January 23, 2026, the filing shows share withholdings for payroll taxes tied to these awards. The company withheld 26,405 common shares at $3.03 per share from one award and 24,505 common shares at $3.03 per share from restricted stock units settled under the outperformance elements of his 2022–2024 and 2023–2025 awards. After the reported transactions, his directly held positions on the respective lines showed 532,837 and 574,364 common shares beneficially owned.

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

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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^*

Johnstone George

(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)
	EVP, Operations

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		52,825(1)	A	$0	559,242	D
Common Shares of Beneficial Interest	01/23/2026		F		26,405(2)	D	$3.03	532,837	D
Common Shares of Beneficial Interest	01/22/2026		A		66,032(3)	A	$0	598,869	D
Common Shares of Beneficial Interest	01/23/2026		F		24,505(4)	D	$3.03	574,364	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.

3. Reflects the number of common shares earned under the reporting person's outperformance element under the 2023-2025 Restricted Share Unit Award.

4. Reflects common shares withheld from restricted stock units settled under the outperformance element of the reporting person's 2022-2024 and 2023-2025 Restricted Share Unit awards to satsify payroll taxes.

	/s/ Shawn Neuman as Attorney-in-Fact for George Johnstone	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 activity did BDN executive George Johnstone report?

EVP of Operations George Johnstone reported equity compensation grants and related tax-withholding transactions in Brandywine Realty Trust common shares of beneficial interest.

How many Brandywine Realty Trust (BDN) shares did the EVP receive as awards?

On January 22, 2026, he acquired 52,825 common shares under his 2023–2025 Restricted Performance Share Award and 66,032 common shares under the outperformance element of his 2023–2025 Restricted Share Unit Award, both at $0 per share.

Why were some BDN shares withheld in George Johnstone’s Form 4?

The filing states that 26,405 shares and 24,505 shares were withheld on January 23, 2026 at $3.03 per share to satisfy payroll taxes owed upon delivery or settlement of his restricted performance and outperformance share unit awards.

What transaction code was used for the BDN tax-withholding entries?

The share withholdings to cover payroll taxes on January 23, 2026 were reported with transaction code F, which indicates shares withheld or delivered to pay taxes on equity awards.

How many Brandywine Realty Trust shares does the EVP hold after these Form 4 transactions?

After the reported transactions, the Form 4 shows 532,837 common shares and 574,364 common shares beneficially owned directly on the two respective lines of non-derivative holdings.

What role does George Johnstone hold at Brandywine Realty Trust (BDN)?

George Johnstone is reported as an officer of Brandywine Realty Trust, serving as EVP, Operations, and is not listed as a director or 10% owner.