Item 1.05 section not located in normalized markdown

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): May 1, 2024

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,

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 1.05 |
Material Cybersecurity Incidents. |

On May 1, 2024, Brandywine Realty Trust (the “Company”) detected what was determined to be a cybersecurity incident, whereby a third party gained unauthorized access to portions of its information technology (“IT”) environment. Upon detecting the unauthorized occurrences, the Company promptly initiated its previously established response protocols and began taking steps to contain, assess and remediate the incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, shutting down some systems and notifying law enforcement. The cybersecurity incident consisted of unauthorized access and deployment of encryption by a third party to a portion of the Company’s internal corporate IT systems. The incident caused disruptions to, and limitation of access to, portions of the Company’s business applications supporting aspects of the Company’s operations and corporate functions, including financial and operating reporting systems. Based on the information reviewed to date, the Company believes the unauthorized activity has been contained and is working diligently to bring the impacted portions of its IT systems back online. Although the Company ascertained that certain files were exfiltrated, it is still investigating the extent of any sensitive information contained within the accessed IT systems, including any personal information. The Company is evaluating what, if any, regulatory and legal notifications are required as a result of this incident and will issue such notifications based on its findings.

As the investigation of the