Brandywine (BDN) EVP Redd gets performance shares, withholds stock for taxes

Rhea-AI Filing Summary

Brandywine Realty Trust executive William D. Redd, EVP & Senior Managing Director, reported equity compensation activity involving the company’s common shares of beneficial interest. On January 22, 2026, he acquired 54,599 shares earned under his 2023–2025 restricted performance share award and 68,250 shares earned under the outperformance element of his 2023–2025 restricted share unit award, both at a stated price of $0 per share as these represent equity awards rather than open‑market purchases.

On January 23, 2026, Redd had 13,295 shares and 13,535 shares withheld at $3.03 per share to satisfy payroll taxes due upon delivery and settlement of these performance-based awards. After these transactions, he continued to hold several hundred thousand Brandywine common shares directly, indicating these moves were primarily related to equity compensation vesting and tax withholding rather than discretionary market trading.

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^*

REDD WILLIAM D

(Last) (First) (Middle)

2929 ARCH ST.

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)
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		54,599(1)	A	$0	492,798	D
Common Shares of Beneficial Interest	01/23/2026		F		13,295(2)	D	$3.03	479,503	D
Common Shares of Beneficial Interest	01/22/2026		A		68,250(3)	A	$0	547,753	D
Common Shares of Beneficial Interest	01/23/2026		F		13,535(4)	D	$3.03	534,218	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 withheld 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 William D. Redd	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 executive William D. Redd report?

William D. Redd, EVP & Senior Managing Director of Brandywine Realty Trust (BDN), reported equity compensation activity involving the company’s common shares of beneficial interest on January 22–23, 2026. He received shares from performance-based awards and had some shares withheld to cover payroll taxes.

How many Brandywine (BDN) shares did William D. Redd receive from performance awards?

On January 22, 2026, Redd acquired 54,599 common shares earned under his 2023–2025 restricted performance share award and 68,250 common shares earned under the outperformance element of his 2023–2025 restricted share unit award.

Why were some of William D. Redd’s BDN shares withheld on January 23, 2026?

On January 23, 2026, Brandywine withheld 13,295 shares at $3.03 per share to satisfy payroll taxes on delivery of shares under Redd’s 2023–2025 restricted performance share unit award, and 13,535 shares at $3.03 per share to satisfy payroll taxes on restricted stock units settled under outperformance elements of his 2022–2024 and 2023–2025 awards.

Does William D. Redd still hold Brandywine (BDN) shares after these transactions?

Yes. Following the reported transactions on January 22–23, 2026, Redd continued to directly own several hundred thousand Brandywine Realty Trust common shares of beneficial interest, as shown by the post-transaction holdings listed for each line item.

Were these BDN insider transactions open-market buys or equity awards?

The Form 4 shows that the acquisitions on January 22, 2026 were from restricted performance share and restricted share unit awards with a stated price of $0, indicating equity compensation vesting rather than open-market purchases. The January 23, 2026 transactions were share withholdings at $3.03 per share to cover payroll taxes.

What is William D. Redd’s role at Brandywine Realty Trust?

According to the filing, William D. Redd is an officer of Brandywine Realty Trust with the title EVP & Senior Managing Director, and the reported transactions relate to his performance-based equity awards.