Tax withholding trims Brandywine Realty Trust (BDN) CFO share stake

Rhea-AI Filing Summary

Brandywine Realty Trust Executive Vice President and CFO Tom Wirth reported a small share withholding related to compensation. On 02/04/2026, 2,698 common shares of beneficial interest were withheld at $2.83 per share to cover payroll taxes for a scheduled deferred compensation distribution. After this administrative transaction, he beneficially owned 767,278 common shares directly.

Insider Trade Summary

Net Seller: 2,698 shares

Net Sell 1 txn

Insider WIRTH TOM

Role Executive Vice President & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares of Beneficial Interest	2,698	$2.83	$8K

Holdings After Transaction: Common Shares of Beneficial Interest — 767,278 shares (Direct)

Footnotes (1)

1. F1. Reflects common shares withheld to satisfy payroll taxes due with respect to a scheduled distribution from the Company's deferred compensation plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/05/2026 - 05:11 PM Learn about SEC filing dates

FAQ

What insider transaction did Brandywine Realty Trust (BDN) report for its CFO?

Brandywine Realty Trust reported that Executive Vice President and CFO Tom Wirth had 2,698 common shares of beneficial interest withheld at $2.83 per share on February 4, 2026, to cover payroll taxes tied to a scheduled deferred compensation plan distribution.

Was the Brandywine Realty Trust CFO Form 4 transaction an open market sale?

No, the Form 4 shows shares withheld, not sold in the open market. The 2,698 common shares were retained by the company to satisfy payroll tax obligations arising from a scheduled distribution under Brandywine Realty Trust’s deferred compensation plan for the executive.

How many Brandywine Realty Trust shares does the CFO hold after this Form 4 event?

Following the reported tax withholding transaction, Executive Vice President and CFO Tom Wirth beneficially owned 767,278 Brandywine Realty Trust common shares of beneficial interest, held directly. This figure reflects his position after the 2,698 shares were withheld for payroll tax purposes.

What does transaction code F mean in the Brandywine Realty Trust CFO Form 4?

Transaction code F on the Form 4 indicates shares were withheld to pay taxes rather than sold on the market. In this case, 2,698 Brandywine Realty Trust common shares were withheld to satisfy payroll taxes on a scheduled deferred compensation plan distribution for the executive.

What price per share was used for the Brandywine Realty Trust CFO tax withholding?

The Form 4 reports a price of $2.83 per common share of beneficial interest for the 2,698 Brandywine Realty Trust shares withheld. This price is used solely to calculate the value of shares applied toward the executive’s payroll tax obligation on the deferred compensation distribution.

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^*

WIRTH TOM

(Last) (First) (Middle)

2929 ARCH STREET

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)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/04/2026		F(1)		2,698	D	$2.83	767,278	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. Reflects common shares withheld to satisfy payroll taxes due with respect to a scheduled distribution from the Company's deferred compensation plan.

	/s/ Shawn Neuman as Attorney-in-Fact for Thomas E. Wirth	02/05/2026
	** 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.