Brandywine Realty Trust (NYSE: BDN) EVP awarded RSUs, shares withheld

Rhea-AI Filing Summary

BRANDYWINE REALTY TRUST executive Jeffrey H. DeVuono reported stock-based compensation and related tax withholding. He received a grant of 155,923 common shares of beneficial interest on February 27, 2026 at a reference price of $3.16 per share, structured as restricted share units that are scheduled to vest in three equal installments on April 15, 2027, April 15, 2028 and April 15, 2029.

On the same date, 3,664 shares were disposed of to satisfy payroll tax obligations for the restricted share unit grant, also at $3.16 per share. After these transactions, DeVuono directly owned 795,630 common shares of beneficial interest.

Insights

Equity compensation analyst

Routine equity award with tax withholding; no clear signal on insider sentiment.

The filing shows an equity grant of 155,923 restricted share units to executive Jeffrey H. DeVuono and a small share disposition to cover associated payroll taxes. This pattern is typical for long-term incentive compensation at public real estate companies.

The units vest in three equal tranches on April 15, 2027, April 15, 2028 and April 15, 2029, encouraging multi‑year retention. The 3,664 shares withheld for taxes, at $3.16 per share, are mechanically linked to the award rather than discretionary selling, so the overall impact on an investment thesis is limited.

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^*

DEVUONO H JEFFREY

(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 & Senior Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		155,923(1)	A	$3.16	799,294	D
Common Shares of Beneficial Interest	02/27/2026		F		3,664(2)	D	$3.16	795,630	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 the grant of restricted share units, which are schedule to vest in three equal installments on each of April 15, 2027, April 15, 2028 and April 15, 2029.

2. Shares withheld to satisfy payroll taxes for grant of restricted share units.

	/s/ Shawn Neuman as Attorney-in-Fact for H. Jeffrey DeVuono	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BDN executive Jeffrey H. DeVuono report?

Jeffrey H. DeVuono reported receiving 155,923 restricted common shares and disposing of 3,664 shares for tax withholding. Both transactions occurred on February 27, 2026 at a reference price of $3.16 per share, reflecting routine equity compensation activity rather than open‑market trading.

How many Brandywine Realty Trust (BDN) shares does DeVuono hold after this Form 4?

After the reported grant and tax withholding, Jeffrey H. DeVuono directly owns 795,630 common shares of beneficial interest. This balance reflects the net result of receiving 155,923 restricted share units and disposing of 3,664 shares to cover payroll tax obligations tied to the award.

What type of equity award did BDN grant to Jeffrey H. DeVuono?

The company granted Jeffrey H. DeVuono 155,923 restricted share units of common shares of beneficial interest. According to the disclosure, these units vest in three equal installments on April 15, 2027, April 15, 2028, and April 15, 2029, aligning with long‑term incentive practices.

Why were 3,664 BDN shares disposed of in DeVuono’s Form 4 filing?

The 3,664 shares were withheld to satisfy payroll tax obligations related to the restricted share unit grant. This tax-withholding disposition, coded "F," is a standard mechanism where shares are delivered back to the issuer to cover taxes rather than a discretionary market sale.

At what price were DeVuono’s BDN Form 4 transactions reported?

Both the restricted share unit grant and the tax-withholding disposition were reported at a reference price of $3.16 per common share. This price is used for valuation and tax purposes in the filing and does not necessarily represent an open‑market trade executed at that level.

How is the vesting schedule structured for DeVuono’s BDN restricted share units?

The 155,923 restricted share units are scheduled to vest in three equal installments. The vesting dates are April 15, 2027, April 15, 2028, and April 15, 2029, creating a multi‑year timeline that encourages retention and alignment with long‑term shareholder interests.