PALAZZO DANIEL A 4

What Happened

• Dan A. Palazzo, Senior Vice President & Chief Accounting Officer of Brandywine Realty Trust (BDN), was issued 17,391 restricted performance shares on 2026-01-22 (award acquisition, code A). The award shows an acquisition price of $0.00. On 2026-01-23, 7,431 of those shares were withheld to satisfy payroll tax obligations (code F) at an implied value of $3.03 per share, totaling $22,516. Net shares delivered to Palazzo after withholding were 9,960 shares (17,391 − 7,431). This is an award/grant transaction rather than an open-market purchase or voluntary sale.

Key Details

• Transaction dates and prices:
  • 2026-01-22: Award of 17,391 common shares (price $0.00; code A).
  • 2026-01-23: 7,431 shares withheld for taxes at $3.03/sh, value $22,516 (code F).
• Net shares received by insider: 9,960 shares.
• Footnotes:
  • F1: These shares reflect common shares earned under the reporting person’s 2023–2025 Restricted Performance Share Award.
  • F2: Shares were withheld to satisfy payroll taxes due upon delivery of the award.
• Shares owned after transaction: not specified in the filing.
• Filing timeliness: Form 4 was filed on 2026-01-26; this filing is within the SEC’s two-business-day deadline for these transaction dates.

Context

• This was a performance-based equity award vesting/delivery and a routine tax-withholding event — not an open-market sale or discretionary purchase. Withholding of award shares to cover taxes is common and should not be read as a separate sale decision by the insider.