🧾 What This Document Is

This is Brandywine Realty Trust's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Shareholders. A proxy statement is a formal document that provides shareholders with the information they need to vote on important company matters. In simple terms, it’s the "ballot" and voter guide for the company’s annual meeting.

👉 Why it matters: As a shareholder, your vote influences major company decisions, from electing the board to approving executive pay. This document explains what you’re voting on and the company’s recommendations.

🏢 What The Company Does

Brandywine Realty Trust is a Real Estate Investment Trust (REIT) focused on owning, developing, and managing commercial office properties. Think of it as a landlord for businesses. Their portfolio is concentrated in major urban markets, particularly Philadelphia and Austin, with about 20 million square feet across 120 properties as of the end of 2025.

👉 In simple terms: They own and rent out office buildings. Their success depends on filling those buildings with tenants and managing the properties profitably.

📅 Meeting Details & How to Vote

The annual meeting will be held online only on Thursday, May 28, 2026, at 10:00 a.m. Eastern Time. You can attend and vote at www.virtualshareholdermeeting.com/BDN2026.

• Record Date: To vote, you must have owned shares by March 26, 2026.
• Your Vote is Crucial: Even if you don’t plan to attend, you should submit your proxy (vote) in advance by internet, phone, or mail to ensure your shares are counted.

👉 The key point: The company’s Board of Trustees recommends voting FOR all four proposals listed below.

🗳️ What You're Voting On: The Four Proposals

Here are the four main items on the ballot:

1. Election of Six Trustees You are voting to elect six individuals to the Board of Trustees for one-year terms. The board nominees are:

• James C. Diggs (Non-Executive Chair)
• Gerard H. Sweeney (President & CEO)
• Reginald DesRoches
• H. Richard Haverstick, Jr.
• Joan Lau
• Charles P. Pizzi 👉 Why it matters: The board oversees the company’s strategy and holds management accountable. You are deciding who sits at that table.

2. Ratification of Auditor You are voting to approve the selection of PricewaterhouseCoopers LLP as the company’s independent accounting firm for 2026. This is a routine, annual vote.

3. Advisory Vote on Executive Compensation (“Say-on-Pay”) This is a non-binding vote to approve how the company compensates its top executives. While the result isn’t legally mandatory, the board promises to consider the feedback.

4. Amendment to the 2023 Long-Term Incentive Plan You are voting to amend the company’s stock award plan for employees. The amendment seeks to increase the number of common shares available for issuance and extend the plan's term. 👉 Why it matters: This plan is used to attract and retain talent by granting stock. Approving more shares means potential future dilution for existing shareholders, but the company argues it’s necessary for incentive purposes.

👥 Meet the Board & Governance

The board is led by Non-Executive Chair James C. Diggs. The company emphasizes that five of the six nominees are independent, meaning they have no material relationship with the company beyond their board role.

• Board Committees: The key committees are Audit (oversees financials), Compensation (sets pay), and Corporate Governance (nominates directors).
• Leadership Structure: They separate the CEO (Gerard Sweeney) and Board Chair (James Diggs) roles, which is seen as a good governance practice for independent oversight.

💰 Executive Compensation Snapshot

The “Compensation Discussion and Analysis” section details how executives are paid. Key elements include:

• Performance-Based Pay: A significant portion of compensation is tied to financial and operational goals.
• Stock Ownership Requirements: Executives are required to own a significant amount of company stock, aligning their interests with shareholders.
• Clawback Policy: The company can recoup incentive compensation if there’s a financial restatement.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Board: Mix of long-tenured members with deep company knowledge and newer members with fresh perspectives.
• Clear Governance: Established policies on proxy access, shareholder rights, and board evaluations.
• Engaged Board: Regular shareholder outreach and a commitment to explaining their decisions.

⚠️ Risks & Considerations:

• Office Real Estate Sector: The company operates in a sector facing long-term challenges from remote/hybrid work trends.
• Dependence on Key Markets: Its performance is heavily tied to the economic health of Philadelphia and Austin.
• Proposal 4 Dilution: Approving more shares for the incentive plan could dilute the ownership percentage of existing shareholders.

🔮 What's Next

After the shareholder vote on May 28, 2026, the board and management will proceed based on the results. Key actions will include:

• Implementing the newly elected board's strategy.
• Overseeing the execution of the company’s business plan in a changing office market.
• Monitoring the effectiveness of the executive compensation plan.

🧠 The Analogy

Think of this proxy statement like a homeowners' association (HOA) packet. The Board of Trustees is the HOA board. They’re asking all the property owners (shareholders) to vote on who should be on the board next year, whether to keep the same accounting firm, and if they should approve a budget that includes bonuses for the property managers.

🧩 Final Takeaway

This proxy statement is your tool as a shareholder to exercise ownership rights in Brandywine Realty Trust. The core decision is to vote on the people who govern the company and the plans that shape its future, particularly in a challenging office real estate environment. The board unanimously recommends voting FOR all proposals.