Brandywine Operating Partnership, L.P. - 8-K

Item 1.01    Entry into a Material Definitive Agreement.

On May 28, 2026, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and its operating partnership, Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Borrowers”) extended the maturity date of the Borrowers’ revolving credit facility (the “Revolving Credit Facility”) provided under the Borrowers’ Second Amended and Restated Credit Agreement, dated as of June 30, 2022 (the “Credit Agreement”), by and among the Borrowers, Bank of America, N.A., as administrative agent and lender, and the other agents and lenders party thereto, for a period of six months from June 30, 2026 to December 30, 2026. The Revolving Credit Facility has a scheduled maturity date of June 30, 2026, subject to two six-month extensions available at the Borrowers’ option on specified terms and conditions.

In connection therewith, the Borrowers submitted a written extension notice to the administrative agent and paid an extension fee equal to 0.0625% of the Revolving Credit Facility. Other than the extension of the maturity date for the Revolving Credit Facility, no other provisions of the Credit Agreement were modified. A copy of the Credit Agreement was previously filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on June 30, 2022.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Form on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) The Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 28, 2026. At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”) to increase the number of common shares that may be issued thereunder by 5,000,000 shares and to extend the term of the 2023 Plan to March 19, 2036. The Amendment was approved by the Company’s Board of Directors on March 19, 2026, subject to shareholder approval in accordance with the terms of the 2023 Plan and New York Stock Exchange Listing requirements. Other than the increase in the number of shares subject to the 2023 Plan and the extension of the term of the 2023 Plan, the Amendment makes no other changes to the 2023 Plan.

For a description of the principal terms of the 2023 Plan, as amended, see “Proposal 4: Approval of the Amendment to the 2023 Long-Tern Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2026, which description is incorporated herein by reference. A copy of the 2023 Plan, as amended, is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

As noted above, the Annual Meeting was held on May 28, 2026. At the Annual Meeting, the Company’s shareholders voted on: (1) the election of six trustees, each to serve for a term expiring at the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026; (3) a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers; and (4) the Amendment. The voting results for these proposals were as follows:

PROPOSAL 1. Election of trustees to serve until the 2027 annual meeting of shareholders and until his or her successor is elected and qualified.

Trustee

Votes For

Votes Against

Abstentions

Broker

Non-Votes

Reginald DesRoches

96,347,065

10,951,247

171,998

35,130,456

James C. Diggs

93,330,452

14,002,211

137,647

35,130,456

H. Richard Haverstick, Jr.

96,403,674

10,923,335

143,301

35,130,456

Joan M. Lau

83,634,464

23,692,625

143,221

35,130,456

Charles P. Pizzi

86,797,533

20,538,365

134,412

35,130,456

Gerard H. Sweeney

98,126,668

9,213,332

130,310

35,130,456

PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026.

Votes For

Votes Against

Abstentions

134,853,955

7,100,190

646,621

PROPOSAL 3. Non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.

Votes For

Votes Against

Abstentions

Broker Non-Votes

89,701,582

17,335,333

433,395

35,130,456

PROPOSAL 4. A amendment to the Company’s 2023 Long-Term Incentive Plan.

Votes For

Votes Against

Abstentions

Broker Non-Votes

76,815,675

30,406,339

248,296

35,130,456

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibits No.

Description

10.1

Revolving Credit Facility Extension Notice.

10.2

Brandywine Realty Trust 2023 Long-Term Incentive Plan, as amended (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 7, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).