UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(dDate of earliest event reported): July 23, 2025

ofBRANDYWINE ~~the~~REALTY ~~Securities~~TRUST ~~Exchange~~BRANDYWINE ~~Act~~OPERATING ofPARTNERSHIP, ~~1934~~L.P.

Date of Report (Date of earliest event reported): June 27, 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
Maryland
Delaware (Brandywine Operating Partnership, L.P.)	000-24407	23-2862640
(Brandywine Realty Trust)			001-9106	23-2413352
(State or Other Jurisdiction ofIncorporation or Organization)	(Commissionfile number)	(I.R.S. Employer Identification Number)
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)

~~Suite~~(610) ~~1800~~325-5600 (Registrant’s telephone number, including area code)

~~Philadelphia,~~Check PAthe ~~19104~~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):

(Address of principal executive offices) (Zip Code)

325-5600

(Registrant’s telephone number, including area code)

8-K

☐ 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).

~~(§240.12b-2~~Brandywine Realty Trust:

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 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition

reThe information in this Item 2.02 -~~offer~~ “Results of Operations and Financial Condition,” including the press release attached as an exhibit to this Current Report, is being furnished and shall not be deemed to be “filed” for any purpose, including 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, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

~~S-3~~On July 23, 2025, we issued a press release announcing our financial results for the six months ended June 30, 2025. That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

NoThe press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission's Regulation G. ~~333~~ With respect to such non-~~270133~~GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure.

The Notes were issued under the Indenture, dated as of October 22, 2004 (the “Original Indenture,” and, as modified or supplemented from time to time, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of May 25, 2005 (the “First Supplemental Indenture”), and the Third Supplemental Indenture dated as of April 5, 2011 (the “Third Supplemental Indenture”), among Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), the Operating Partnership and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.

The Notes form part of the same series as the Operating Partnership’s outstanding 8.875% Guaranteed Notes due 2029 (the “Initial Notes”), and, following the issuance and sale of the Notes on June 27, 2025, $550 million aggregate principal amount of the Operating Partnership’s 8.875% Guaranteed Notes due 2029 will be outstanding. The Notes have the same CUSIP number and trade interchangeably with the Initial Notes.

The Notes bear interest at a rate of 8.875% per year. Interest is payable on the Notes semi-annually on April 12 and October 12 of each year, beginning on October 12, 2025.

The Notes are unsecured obligations of the Operating Partnership and will rank equally with all of its other unsecured unsubordinated indebtedness from time to time outstanding. The Notes will be effectively subordinated to the indebtedness and other liabilities of the consolidated subsidiaries of the Operating Partnership. The Company, which is the sole general partner of the Operating Partnership, has fully and unconditionally guaranteed payment of principal and interest on the Notes.

360-day

30-day

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

If certain events of default specified in the Indenture occur and are continuing with respect to a series of the Notes, the Trustee or the holders of not less than 25% in outstanding principal amount of a series of the Notes may declare the principal of and premium, if any, and accrued and unpaid interest on the Notes to be due and payable immediately by written notice thereof to the Operating Partnership and the Company (and to the Trustee if given by the holders).

The net proceeds from the Notes Offering amounted to approximately $157 million after deducting the underwriting discount and estimated transaction expenses relating to the Notes Offering and payable by the Operating Partnership and excluding accrued interest paid by the purchasers of the Notes. The Operating Partnership will use the net proceeds from the Notes Offering to repay outstanding borrowings under the Operating Partnership’s $600 million unsecured revolving credit facility, to fund a partial repayment of its secured debt and for general corporate purposes, which may include the repayment, repurchase or other retirement of other indebtedness.

re-borrow

The foregoing is a summary of the material terms and conditions of the Indenture and is not a complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Original Indenture, the First Supplemental Indenture,

8-K

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

8-K

Item 8.01 Other Events

On June 27, 2025, the Company issued a press release announcing the closing of the Notes Offering.

8-K

Item 9.01 Financial Statements and Exhibits

Exhibit	~~Description~~	Description
4.1	Form of 8.875% Guaranteed Notes due 2029.
99.1		Brandywine Realty Trust Press Release dated July 23, 2025.
4.2	Indenture dated October 22, 2004 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated October 22, 2004 and incorporated herein by reference).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.3	First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated May 26, 2005 and incorporated herein by reference).
4.4	Third Supplemental Indenture dated as of April 5, 2011 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust and The Bank of New York Mellon, as Trustee (previously filed as an exhibit to the Company’s Form 8-K dated April 5, 2011 and incorporated herein by reference).
99.1	Brandywine Realty Trust Press Release dated June 27, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

BRANDYWINE REALTY TRUST By: /s/ Thomas E. Wirth Thomas E. Wirth Executive Vice President ~~andChief~~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

~~BRANDYWINE OPERATING PARTNERSHIP, L.P. By~~Date: ~~BRANDYWINE REALTY TRUST~~July 23, ~~ITS GENERAL PARTNER By: /s/ Thomas E. Wirth Thomas E. Wirth Executive Vice President andChief Financial Officer~~2025

Date: June 27, 2025

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