UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K CURRENT REPORT

~~CURRENT REPORT~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(dDate of earliest event reported): April 19, 2023

ofBRANDYWINE ~~the~~REALTY ~~Securities~~TRUST ~~Exchange~~BRANDYWINE ~~Act~~OPERATING ofPARTNERSHIP, ~~1934~~L.P.

Date of Report (Date of earliest event reported): March 20 , 2017

BRANDYWINE REALTY TRUST

BRANDYWINE OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in charter)

Maryland

(Brandywine Realty Trust)

001-9106

23-2413352

Delaware

(Brandywine Operating Partnership, L.P.)

000-24407

23-2862640

(State or Other Jurisdiction of Incorporation
or Organization)

(Commission file number)

(I.R.S. Employer Identification Number)

~~555~~2929 ~~East~~Arch ~~Lancaster~~Street ~~Avenue~~Suite 1800 Philadelphia, ~~Suite~~PA ~~100~~19104 (Address of principal executive offices) (Zip Code)

~~Radnor~~(610) 325-5600 (Registrant’s telephone number, PAincluding ~~19087~~area code)

(Address of principal executive offices) (Zip Code)

(610) 325-5600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Securities ~~8.01~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act:

~~Brandywine~~Title ~~Realty Trust (“Brandywine”) today filed a prospectus supplement to the prospectus dated March 20, 2017 that relates to the offering~~ of ~~its~~each ~~common~~class ~~shares~~Trading under its “continuous equity” offering program that commenced on January 10, 2017 and was previously disclosed in Brandywine’s and Brandywine Operating Partnership, L.P.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2017 Symbol(~~the “Prior 8-K”~~s). ~~Specifics~~Name of ~~the~~each ~~program~~exchange ~~are incorporated by reference from the Prior 8-K. The filing was made to continue this offering under the new shelf registration statement~~ on ~~Form~~which ~~S-3~~registered ~~(No.~~Common ~~333-216822)~~Shares ~~that~~of itBeneficial ~~and~~Interest ~~Brandywine~~BDN ~~Operating Partnership, L.P. filed today.~~ NYSE

~~The~~Indicate ~~legal~~by ~~opinion~~check ofmark ~~Pepper~~whether ~~Hamilton~~the ~~LLP~~registrant ~~relating~~is toan ~~the~~emerging ~~legality~~growth ofcompany ~~the~~as ~~shares~~defined ~~offered~~in byRule ~~the~~405 ~~prospectus~~of ~~supplement and~~ the ~~legal~~Securities ~~opinion~~Act of ~~Pepper~~1933 ~~Hamilton with~~(§230.405 ~~respect~~of tothis ~~certain~~chapter) ~~tax~~or ~~matters~~Rule ~~are~~12b-2 ~~attached~~of asthe ~~Exhibit~~Securities ~~5.1~~Exchange ~~and~~Act ~~Exhibit~~of 81934 (§240.1,12b-2 ~~respectively,~~of to this ~~Current Report~~chapter).

~~Item~~Brandywine ~~9.01~~Realty ~~Financial Statements and Exhibits.~~Trust:

~~(d)~~Emerging ~~Exhibits~~growth company ☐

Exhibit No.		Description
5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.
8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).

Brandywine Operating Partnership, L.P.:

~~-2-~~Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Brandywine Realty Trust: ☐

Brandywine Operating Partnership, L.P.: ☐

Item 2.02 Results of Operations and Financial Condition

The information in this Item 2.02 - “Results of Operations and Financial Condition,” including the press release attached as an exhibit to this Current Report, is being furnished and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On April 19, 2023, we issued a press release announcing our financial results for the March 31, 2023. That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission's Regulation G. With respect to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure.

Item 9.01 Financial Statements and Exhibits


Exhibit						Description
99.1						Brandywine Realty Trust Press Release dated April 19, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrants~~Registrant ~~have~~has duly caused this report to be signed on ~~their~~its behalf by the undersigned, hereunto duly authorized.

BRANDYWINE REALTY TRUST By: /s/ ~~Gerard~~Thomas HE. ~~Sweeney~~Wirth ~~Gerard~~Thomas HE. ~~Sweeney~~Wirth Executive Vice President and Chief Financial Officer BRANDYWINE OPERATING PARTNERSHIP, L.P. BY: BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER BY: /s/ Thomas E. Wirth Thomas E. Wirth Executive Vice President and Chief Financial Officer

~~BRANDYWINE OPERATING PARTNERSHIP, L.P. BY~~Date: ~~BRANDYWINE REALTY TRUST~~April 19, ~~ITS SOLE GENERAL PARTNER By: /s/ Gerard H. Sweeney Gerard H. Sweeney President and Chief Executive Officer~~2023

Date: March 20, 2017

-3-

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.
8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).

-4-

Filing Compare · BRANDYWINE OPERATING PARTNERSHIP, L.P.