Brandywine Realty Trust (BDN) CEO reports tax-withheld shares and ESPP buys

Rhea-AI Filing Summary

Brandywine Realty Trust President and CEO Gerard H. Sweeney reported a tax-withholding disposition of 5,988 common shares of beneficial interest at $2.76 per share. These shares were withheld to satisfy payroll taxes tied to vesting or delivery of equity awards.

After this transaction, Sweeney directly holds 4,169,899 common shares. This ending balance includes 4,826.25 additional common shares acquired under the company’s Employee Share Purchase Plan on April 10, 2026 at a transaction price of $2.59 per share.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SWEENEY GERARD H

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares of Beneficial Interest	5,988	$2.76	$17K

Holdings After Transaction: Common Shares of Beneficial Interest — 4,169,899 shares (Direct)

Footnotes (1)

1. Shares withheld to satisfy payroll taxes for vesting or delivery of equity awards. The filing also reports in the ending balance 4,826.25 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). The ESPP shares were purchased following the Reporting Person's last Section 16 filing. Under the ESPP, 4,826.25 shares were acquired on April 10, 2026 at a transaction price of $2.59 per share. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

Key Figures

Tax-withheld shares: 5,988 shares Tax-withholding price: $2.76 per share Shares held after transaction: 4,169,899 shares +2 more

5 metrics

Tax-withheld shares 5,988 shares Withheld for payroll taxes on equity awards

Tax-withholding price $2.76 per share Value used for 5,988 withheld shares

Shares held after transaction 4,169,899 shares Direct holdings after tax-withholding disposition

ESPP shares acquired 4,826.25 shares Common shares bought via ESPP on April 10, 2026

ESPP purchase price $2.59 per share Price for ESPP acquisition of 4,826.25 shares

Key Terms

tax-withholding disposition, Employee Share Purchase Plan, Section 16 filing, fractional shares

4 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Employee Share Purchase Plan financial

"acquired under the Company's Employee Share Purchase Plan (ESPP)."

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

Section 16 filing regulatory

"purchased following the Reporting Person's last Section 16 filing."

fractional shares financial

"The ESPP provides for the purchase of fractional shares."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

Form 4 Insider Transactions: What Each Field Means →

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^*

SWEENEY GERARD H

(Last) (First) (Middle)

2929 ARCH STREET

SUITE 1800

(Street)

PHILADELPHIA PENNSYLVANIA 19104

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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

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

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

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	04/15/2026		F		5,988(1)	D	$2.76	4,169,899(2)	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. Shares withheld to satisfy payroll taxes for vesting or delivery of equity awards.

2. The filing also reports in the ending balance 4,826.25 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). The ESPP shares were purchased following the Reporting Person's last Section 16 filing. Under the ESPP, 4,826.25 shares were acquired on April 10, 2026 at a transaction price of $2.59 per share. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

	/s/ Gerard H. Sweeney	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BDN President and CEO Gerard H. Sweeney report?

Gerard H. Sweeney reported a tax-withholding disposition of 5,988 Brandywine Realty Trust common shares. The shares were withheld at $2.76 per share to cover payroll taxes related to the vesting or delivery of equity awards, not sold in the open market.

How many BDN shares does Gerard H. Sweeney hold after this Form 4 filing?

Following the reported tax-withholding transaction, Gerard H. Sweeney directly holds 4,169,899 Brandywine Realty Trust common shares. This ending balance includes additional shares acquired through the company’s Employee Share Purchase Plan, as described in the accompanying footnotes to the filing.

Was the BDN insider transaction a sale or tax withholding event?

The transaction was classified as a tax-withholding disposition, not an open-market sale. Shares were delivered to satisfy payroll tax obligations arising from equity awards, as indicated by transaction code F and the explanatory footnote in the Form 4 filing.

What is noted about Brandywine’s Employee Share Purchase Plan in this Form 4?

The filing states that the ending balance includes 4,826.25 additional common shares acquired under Brandywine’s Employee Share Purchase Plan. These ESPP shares were purchased on April 10, 2026 at $2.59 per share, with the plan allowing purchases of fractional shares.

How many BDN shares were withheld for taxes in Gerard H. Sweeney’s Form 4?

A total of 5,988 Brandywine Realty Trust common shares were withheld to cover payroll taxes. The shares were valued at $2.76 per share, reflecting a tax-withholding disposition related to vesting or delivery of equity-based compensation awards rather than a discretionary market trade.