SWEENEY GERARD H 4

What Happened

• Gerard H. Sweeney, President & CEO and a Director of Brandywine Realty Trust (BDN), received a grant of 607,595 restricted share units (RSUs) on 2026-02-27 valued at $3.16 per share, total value $1,920,000. Simultaneously, 14,278 shares were withheld (disposed) at $3.16 each to satisfy payroll tax obligations, a value of $45,118. The primary transaction is an award (compensation), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-02-27
• Grant: 607,595 RSUs @ $3.16 — total value $1,920,000 (Transaction code A = Award/Grant)
• Tax withholding: 14,278 shares withheld @ $3.16 — $45,118 (Transaction code F = tax withholding/disposition)
• Vesting: RSUs vest in three equal installments on April 15, 2027; April 15, 2028; and April 15, 2029 (Footnote F1).
• Additional note: Filing includes 28,024 previously unreported common shares acquired under the company’s Dividend Reinvestment Plan (DRIP) (Footnote F2).
• Shares withheld were used to satisfy payroll taxes for the RSU grant (Footnote F3).
• Shares owned after the transaction: not specified in this Form 4.
• Timeliness: Report filed 2026-03-03 for a 2026-02-27 transaction — filed within the required two business days (timely).

Context

• This filing documents a compensation award (RSUs). RSU grants are a common form of executive compensation and typically vest over time; they are not an immediate market purchase indicating an active bullish trade.
• The withheld shares reflect tax-withholding for the grant (a routine administrative step), not a deliberate sale for diversification or liquidity.