8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2025 (December 10, 2025)
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) |
2929 Arch Street
Suite 1800
Philadelphia,
PA
19104 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares of Beneficial Interest | BDN | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). Brandywine Realty Trust
: Emerging growth company ☐
Brandywine Operating Partnership, L.P.
: 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Named Executive Officer Retirement
On December 11, 2025, George D. Johnstone, Executive Vice President - Operations, informed Brandywine Realty Trust (the “Company”) that he will retire from his current role by the end of the first quarter of 2026. The Company expresses its appreciation to Mr. Johnstone for his contributions, leadership and twenty-seven years of dedicated service to the Company. It is expected that Mr. Johnstone and the Company will enter into an agreement whereby Mr. Johnstone will assist with various transition activities in 2026.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| B RANDYWINE REALTY TRUST | ||
| By: | /s/ Gerard H. Sweeney | |
| Gerard H. Sweeney | ||
| President and Chief Executive Officer | ||
| B RANDYWINE OPERATING PARTNERSHIP , L.P. | ||
| B Y : | B RANDYWINE REALTY TRUST , ITS GENERAL PARTNER | |
| B Y : | /s/ Gerard H. Sweeney | |
| Gerard H. Sweeney | ||
| President and Chief Executive Officer | ||
Date: December 12, 2025