Brandywine Realty Trust (BDN) CEO logs 4,178-share tax withholding

Rhea-AI Filing Summary

Brandywine Realty Trust President and CEO Gerard H. Sweeney reported a routine tax-related share withholding. On 02/04/2026, 4,178 common shares of beneficial interest were withheld at $2.83 per share to cover payroll taxes tied to a scheduled distribution from the company’s deferred compensation plan.

After this withholding, Sweeney beneficially owns 3,549,720 common shares, all reported as directly held. The transaction was coded "F," indicating shares were not sold on the open market but used to satisfy tax obligations.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/04/2026		F(1)		4,178	D	$2.83	3,549,720	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 fom the Company's deferred compensation plan.

	/s/ Gerard H. Sweeney	02/05/2026
	** 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 transaction did BDN CEO Gerard H. Sweeney report?

Gerard H. Sweeney reported a tax-related share withholding. On 02/04/2026, 4,178 Brandywine Realty Trust common shares of beneficial interest were withheld at $2.83 per share to satisfy payroll taxes on a scheduled deferred compensation plan distribution.

How many Brandywine Realty Trust (BDN) shares were withheld and at what price?

A total of 4,178 common shares were withheld at $2.83 each. The Form 4 shows these shares of beneficial interest were used to cover payroll tax obligations rather than being sold in an open-market transaction.

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

After the transaction, Sweeney beneficially owns 3,549,720 shares. The Form 4 reports this total as directly held common shares of beneficial interest following the 4,178-share withholding for tax purposes on 02/04/2026.

Was the BDN CEO’s Form 4 transaction an open-market sale?

No, it was not an open-market sale. The transaction code "F" and the footnote explain that 4,178 shares were withheld to satisfy payroll taxes related to a scheduled deferred compensation distribution, rather than sold on the market.

What is the reason given for the BDN CEO’s share withholding?

The shares were withheld to pay payroll taxes. The filing states that 4,178 common shares were withheld to cover tax obligations arising from a scheduled distribution under Brandywine Realty Trust’s deferred compensation plan.

What role does Gerard H. Sweeney hold at Brandywine Realty Trust (BDN)?

Sweeney serves as President, CEO, and a director. The Form 4 identifies him as both a director and an officer of Brandywine Realty Trust, with the officer title listed as President and CEO, and not a 10% owner.