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) |
| ☐ | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares of Beneficial Interest | BDN | NYSE |
Item 7.01 Regulation FD Disclosure
On August 17, 2026, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), issued a press release (“Press Release”) announcing that its operating partnership, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), has commenced the concurrent, but separate, cash tender offers (the “Tender Offers”) for up to $100,000,000 in aggregate principal amount of its outstanding Notes (as defined below), subject to the Series Caps (as defined below), comprised of (i) up to $50,000,000 in aggregate principal amount (the “2028 Series Cap”) of its outstanding 7.550% guaranteed notes due 2028 (the “2028 Notes”) and (ii) up to $50,000,000 in aggregate principal amount (the “2029 Series Cap” and, together with the 2028 Series Cap, the “Series Caps”) of its outstanding 8.875% guaranteed notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”). The complete terms and conditions of the Tender Offers are set forth in an offer to purchase (the “Offer to Purchase”) that will be sent to registered holders of the Notes (“Holders”) and be posted online at https://www.gbsc-usa.com/brandywine/. The Tender Offers will expire at 5:00 p.m., New York City time, on August 21, 2026, unless extended or earlier terminated by the Operating Partnership (the “Expiration Date”).
In addition to the applicable Tender Offer Consideration (as defined in the Offer to Purchase), as determined in the manner described in the Offer to Purchase, Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Operating Partnership initially makes payment for such Notes, which date is anticipated to be August 25, 2026 (the “Settlement Date”).
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” 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, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit | Description | |
| 99.1 | Press Release of Brandywine Realty Trust dated August 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BRANDYWINE REALTY TRUST | ||||
| By: | /s/ Thomas E. Wirth | |||
| Thomas E. 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 | ||||
Date: August 17, 2026