Brandywine Realty Trust (NYSE: BDN) CEO reports 1,749-share tax-withholding adjustment

Rhea-AI Filing Summary

BRANDYWINE REALTY TRUST President and CEO Gerard H. Sweeney reported a routine tax-withholding share disposition. On a scheduled distribution from the company’s deferred compensation plan, 1,749 Common Shares of Beneficial Interest were withheld at $3.17 per share to cover payroll taxes. After this non-market transaction, Sweeney directly holds 4,168,150 common shares.

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	1,749	$3.17	$6K

Holdings After Transaction: Common Shares of Beneficial Interest — 4,168,150 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withholding shares: 1,749 shares Reported share value: $3.17 per share Shares held after transaction: 4,168,150 shares

3 metrics

Tax-withholding shares 1,749 shares Common shares withheld to cover payroll taxes

Reported share value $3.17 per share Value used for the 1,749 withheld shares

Shares held after transaction 4,168,150 shares Direct BDN common share holdings after withholding

Key Terms

Common Shares of Beneficial Interest, deferred compensation plan, payroll taxes, tax-withholding disposition

4 terms

Common Shares of Beneficial Interest financial

"security_title: "Common Shares of Beneficial Interest""

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

deferred compensation plan financial

"scheduled distribution from the Company's deferred compensation plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

payroll taxes financial

"withheld to satisfy payroll taxes due with respect"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/08/2026 - 10:30 AM Accepted by SEC EDGAR 07/08/2026 - 10:29 AM Learn about SEC filing dates

FAQ

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

Gerard H. Sweeney reported a small, routine tax-withholding disposition of 1,749 common shares. The shares were withheld to satisfy payroll taxes due on a scheduled deferred compensation plan distribution, not sold in the open market.

Was the BDN insider transaction an open-market sale of shares?

No, the filing shows no open-market sale. Instead, 1,749 common shares were withheld by the company to cover payroll tax obligations tied to a deferred compensation plan distribution, a standard administrative transaction.

How many BDN shares does CEO Gerard H. Sweeney hold after this transaction?

After the tax-withholding disposition, Gerard H. Sweeney directly holds 4,168,150 common shares. This indicates the reported 1,749-share withholding is very small relative to his overall ownership position in Brandywine Realty Trust.

What price per share was used in the BDN tax-withholding transaction?

The tax-withholding disposition used a value of $3.17 per common share. This price is applied for reporting purposes when calculating the value of 1,749 shares withheld to satisfy payroll taxes on the deferred compensation distribution.

Does the BDN Form 4 indicate any options or derivative exercises?

The Form 4 excerpt does not show any option or derivative exercises. It only reports a single non-derivative transaction in common shares related to tax withholding, with no derivative positions listed in the remaining derivative summary.

What is the reason for the BDN CEO’s tax-withholding share disposition?

The footnote explains that the common shares were withheld to satisfy payroll taxes. These taxes were due in connection with a scheduled distribution from Brandywine Realty Trust’s deferred compensation plan, making the event a routine compensation-related adjustment.

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)
07/07/2026

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	07/06/2026		F(1)		1,749	D	$3.17	4,168,150	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/ Gerard H. Sweeney	07/08/2026
	** 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)