Brandywine Realty (NYSE: BDN) EVP gets stock awards, covers taxes

Rhea-AI Filing Summary

Brandywine Realty Trust EVP & Senior Managing Director H. Jeffrey DeVuono reported equity award activity and related tax withholdings. On 01/22/2026, he received 58,483 common shares of beneficial interest earned under his 2023–2025 restricted performance share award and 73,104 common shares earned under the outperformance element of his 2023–2025 restricted share unit award, both at $0 per share. On 01/23/2026, the company withheld 23,302 common shares at $3.03 per share to satisfy payroll taxes on his 2023–2025 restricted performance share unit award and 17,234 common shares at $3.03 per share from restricted stock units settled under outperformance elements of his 2022–2024 and 2023–2025 awards to satisfy payroll taxes. After these transactions, he directly held 643,371 common shares of beneficial interest.

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^*

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)
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		58,483(1)	A	$0	610,803	D
Common Shares of Beneficial Interest	01/23/2026		F		23,302(2)	D	$3.03	587,501	D
Common Shares of Beneficial Interest	01/22/2026		A		73,104(3)	A	$0	660,605	D
Common Shares of Beneficial Interest	01/23/2026		F		17,234(4)	D	$3.03	643,371	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 H. Jeffrey DeVuono	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.
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 activity did BDN EVP H. Jeffrey DeVuono report on this Form 4?

He reported equity awards and related tax withholdings in common shares of beneficial interest of Brandywine Realty Trust (BDN) on 01/22/2026 and 01/23/2026.

How many Brandywine Realty Trust shares did DeVuono receive from performance awards?

On 01/22/2026, he received 58,483 common shares earned under his 2023–2025 restricted performance share award and 73,104 common shares earned under the outperformance element of his 2023–2025 restricted share unit award.

Were any of DeVuonos BDN transactions open-market sales?

No. The 01/23/2026 transactions are coded F and the footnotes state they reflect common shares withheld to satisfy payroll taxes on his restricted share and restricted share unit awards.

Why were Brandywine Realty Trust shares withheld from DeVuonos awards?

Footnotes explain that 23,302 shares and 17,234 shares were withheld at $3.03 per share to satisfy payroll taxes due upon delivery or settlement of his 2023–2025 and 2022–2024 equity awards.

How many BDN shares does DeVuono own after these transactions?

Following the reported equity grants and tax withholdings, he directly beneficially owned 643,371 common shares of beneficial interest.

What is DeVuonos role at Brandywine Realty Trust?

He is an officer of Brandywine Realty Trust, serving as EVP & Senior Managing Director, and is the reporting person on this Form 4.