SWEENEY GERARD H 4

What Happened

• Gerard H. Sweeney, President & CEO and Director of Brandywine Realty Trust (BDN), received two restricted performance/share awards on Jan 22, 2026 totaling 220,772 and 310,460 shares (531,232 shares total). To satisfy payroll tax obligations related to those awards, a total of 23,355 shares were withheld on Jan 23, 2026 (9,432 and 13,923 shares), with withholding valued at $28,579 and $42,187 respectively (share price reported at $3.03). The filing also notes 3,811 shares bought under the company Employee Share Purchase Plan (ESPP) on Dec 23, 2025 at $3.28 per share.

Key Details

• Transaction dates: awards granted 2026-01-22; tax-withholding entries recorded 2026-01-23; ESPP purchase on 2025-12-23 (per footnote).
• Award lines: 220,772 and 310,460 shares granted (reported as award/acquisition code A).
• Tax withholding: 9,432 shares @ $3.03 ($28,579) and 13,923 shares @ $3.03 ($42,187) reported under code F (withheld/paid to satisfy tax liability).
• ESPP: 3,811 shares purchased at $3.28 (footnote indicates purchase occurred after the last Section 16 filing).
• Footnotes clarify these are restricted performance/share unit awards and that shares were withheld to satisfy payroll taxes (not open-market sales).
• Filing timing: Form 4 covering the Jan 22 transactions was filed Jan 26, 2026 (filed within the typical Form 4 reporting window).

Context

• These entries reflect equity awards being issued and standard payroll-tax withholding on delivery of restricted share units — not open-market sales or transfers to third parties. For retail investors, award receipts indicate executive compensation realization but do not by themselves signal buying or selling in the market. The ESPP purchase is a small, separate employee purchase transaction.