Brandywine Realty Trust (NYSE: BDN) CEO reports stock awards and ESPP buy

Rhea-AI Filing Summary

Brandywine Realty Trust President and CEO Gerard H. Sweeney reported equity award vesting, ESPP purchases, and related tax withholdings in company stock. On January 22, 2026, he acquired 220,772 common shares at $0 under a 2023–2025 Restricted Performance Share Award and 310,460 common shares at $0 under the outperformance element of a 2023–2025 Restricted Share Unit Award. The filing also notes 3,811 common shares acquired under the Employee Share Purchase Plan on December 23, 2025 at $3.28 per share.

On January 23, 2026, 9,432 common shares and 13,923 common shares were withheld at $3.03 per share to satisfy payroll taxes tied to these awards. After the reported transactions, Sweeney directly owned 3,553,898 common shares of beneficial interest in Brandywine Realty Trust.

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^*

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)
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		220,772(1)	A	$0	3,266,793(2)	D
Common Shares of Beneficial Interest	01/23/2026		F		9,432(3)	A	$3.03	3,257,361	D
Common Shares of Beneficial Interest	01/22/2026		A		310,460(4)	A	$0	3,567,821	D
Common Shares of Beneficial Interest	01/23/2026		F		13,923(5)	D	$3.03	3,553,898	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. The filing also reports the 3,811 additional common shares acquired under the Company's Employee Share Purchase Plan (ESPP). The ESPP shares were purchased following the reporting person's last Section 16 filing. Under the ESPP, 3,811 shares were acquired on December 23, 2025 at a transaction price of $3.28.

3. Reflects common shares withheld to satisfy payroll taxes upon delivery of common shares under the reporting person's 2023-2025 Restricted Performance Share Unit Award.

4. Reflects the number of common shares earned under the reporting person's outperformance element under the 2023-2025 Restricted Share Unit Award.

5. 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/ Gerard H. Sweeney	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).
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FAQ

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

Gerard H. Sweeney reported vesting of performance-based equity awards, shares bought through the Employee Share Purchase Plan, and shares withheld to cover payroll taxes, all in Brandywine Realty Trust common shares.

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

On January 22, 2026, he acquired 220,772 common shares under a 2023–2025 Restricted Performance Share Award and 310,460 common shares under the outperformance element of a 2023–2025 Restricted Share Unit Award, both at an exercise price of $0.

What does the Form 4 say about BDN CEO participation in the ESPP?

The filing states that 3,811 additional common shares were acquired under Brandywine Realty Trust's Employee Share Purchase Plan on December 23, 2025 at a transaction price of $3.28 per share.

Were any Brandywine Realty Trust shares withheld to cover taxes for the CEO?

Yes. On January 23, 2026, 9,432 common shares were withheld to satisfy payroll taxes related to a 2023–2025 Restricted Performance Share Unit Award, and 13,923 common shares were withheld from restricted stock units settled under outperformance elements of 2022–2024 and 2023–2025 awards.

How many BDN shares does the CEO own after the reported transactions?

After the transactions reported in this Form 4, Gerard H. Sweeney directly owned 3,553,898 Brandywine Realty Trust common shares of beneficial interest.

Is the BDN CEO a director as well as an officer?

Yes. The Form 4 identifies Gerard H. Sweeney as both a director and as President and CEO of Brandywine Realty Trust.