Brandywine Realty Trust (BDN) SVP has 2,305 shares withheld for taxes

Rhea-AI Filing Summary

Brandywine Realty Trust insider activity centered on tax withholding rather than an open-market trade. SVP & Chief Accounting Officer Daniel A. Palazzo had 2,305 Common Shares of Beneficial Interest withheld on 02/04/2026 at $2.83 per share to cover payroll taxes tied to a scheduled distribution from the company’s deferred compensation plan.

After this withholding, Palazzo directly beneficially owned 192,194 common shares, indicating the transaction was an administrative adjustment related to compensation, not a discretionary purchase or sale in the market.

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)
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)		2,305	D	$2.83	192,194	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 fom the Company's deferred compensation plan.

	/s/ Shawn Neuman as Attorney-in-Fact for Daniel A. Palazzo	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.

FAQ

What insider transaction did Brandywine Realty Trust (BDN) disclose for Daniel A. Palazzo?

Brandywine Realty Trust reported that SVP & Chief Accounting Officer Daniel A. Palazzo had 2,305 common shares withheld. These shares were applied to satisfy payroll taxes arising from a scheduled distribution under the company’s deferred compensation plan, rather than from any open-market share sale or purchase.

How many Brandywine Realty Trust shares does Daniel A. Palazzo own after this Form 4 filing?

Following the reported transaction, Daniel A. Palazzo beneficially owns 192,194 Brandywine Realty Trust common shares directly. This figure reflects his holdings after 2,305 shares were withheld to cover payroll taxes related to a scheduled distribution from the company’s deferred compensation plan.

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

In this Form 4, transaction code F indicates shares were withheld to cover tax obligations. Specifically, 2,305 Brandywine Realty Trust common shares were withheld to satisfy payroll taxes associated with a scheduled deferred compensation plan distribution, rather than a voluntary trade on the open market.

At what price were the Brandywine Realty Trust (BDN) shares withheld for Daniel A. Palazzo?

The 2,305 Brandywine Realty Trust common shares withheld for Daniel A. Palazzo were valued at $2.83 per share. This withholding price is used to calculate the payroll taxes satisfied in connection with the scheduled distribution from the company’s deferred compensation plan.

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

Daniel A. Palazzo serves as Senior Vice President and Chief Accounting Officer at Brandywine Realty Trust. His Form 4 filing reflects an administrative tax-withholding transaction tied to deferred compensation, rather than a discretionary investment decision involving purchases or sales of the company’s common shares.

Was the Brandywine Realty Trust Form 4 transaction a market sale of BDN shares?

No, the transaction was not a market sale. The Form 4 explains that 2,305 common shares were withheld to satisfy payroll taxes due on a scheduled deferred compensation plan distribution, meaning the shares were used for tax withholding instead of being sold in the open market.