Brandywine Realty (NYSE: BDN) CFO nets awards and withholds shares for taxes

Rhea-AI Filing Summary

Brandywine Realty Trust Executive Vice President and CFO Thomas E. Wirth reported equity compensation-related transactions in common shares of beneficial interest. On January 22, 2026, he acquired 73,760 shares earned under his 2023–2025 Restricted Performance Share Award and 103,724 shares earned under the outperformance element of his 2023–2025 Restricted Share Unit Award, both at $0 per share. On January 23, 2026, 36,883 shares and 33,536 shares were withheld at $3.03 per share to satisfy payroll taxes tied to these awards. Following these transactions, he continued to hold several hundred thousand shares directly.

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^*

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)
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		73,760(1)	A	$0	736,671	D
Common Shares of Beneficial Interest	01/23/2026		F		36,883(2)	D	$3.03	699,788	D
Common Shares of Beneficial Interest	01/22/2026		A		103,724(3)	A	$0	803,512	D
Common Shares of Beneficial Interest	01/23/2026		F		33,536(4)	D	$3.03	769,976	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 withhed 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 Thomas E. Wirth	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.
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FAQ

What insider transactions did BDN CFO Thomas Wirth report?

Thomas E. Wirth, Executive Vice President & CFO of Brandywine Realty Trust (BDN), reported four non-derivative transactions in common shares of beneficial interest on January 22 and 23, 2026, tied to equity awards and related tax withholdings.

How many Brandywine (BDN) shares did the CFO receive from performance awards?

On January 22, 2026, he acquired 73,760 common shares earned under his 2023–2025 Restricted Performance Share Award and 103,724 common shares from the outperformance element of his 2023–2025 Restricted Share Unit Award, both at $0 per share.

Why were some Brandywine (BDN) shares withheld in the CFO’s Form 4?

The filing states that 36,883 shares and 33,536 shares on January 23, 2026 were common shares withheld at $3.03 per share to satisfy payroll taxes due upon settlement of his 2023–2025 and 2022–2024 restricted share and share unit awards.

What was Thomas Wirth’s direct Brandywine share ownership after these transactions?

After the reported transactions, the form shows direct beneficial ownership entries of 736,671, 699,788, 803,512, and 769,976 common shares following each respective transaction, reflecting his updated holdings after each award and withholding event.

Do these BDN insider transactions involve derivative securities or options?

No derivative securities are listed. The reported transactions all involve Common Shares of Beneficial Interest in Table I, and Table II for derivative securities shows no entries.

Are the Brandywine (BDN) CFO’s reported shares held directly or indirectly?

All reported holdings are shown as Direct (D) ownership, with no nature of indirect beneficial ownership disclosed in the filing.