Item 1.05 section not located in normalized markdown

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K/A

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.

: ☐ Explanatory Note

This Current Report on

Form 8-K/A (this

“Amendment”) amends the Current Report on Form 8-K previously

filed by Brandywine Realty Trust and Brandywine Operating Partnership, L.P. (collectively, the “Company”) with the Securities and Exchange Commission on May 7, 2024 (the “Original Report”). The Company is filing this Amendment in order to provide supplemental information under Item 1.05 regarding the cybersecurity incident disclosed by the Company in Item 1.05 of the Original Report (the “cybersecurity incident”). Except as expressly set forth herein, this Amendment does not amend the Original Report. This Amendment supplements, and should be read in conjunction with, Item 1.05 of the Original Report.Item 1.05 Material Cybersecurity Incidents

As disclosed in the Original Report, on May 1, 2024, the Company detected unauthorized occurrences by a third party on portions of the Company’s information technology (“IT”) systems. Upon detecting the unauthorized occurrences, the Company promptly initiated its previously established response protocols and began taking steps to contain, assess and remediate the cybersecurity incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, shutting down portions of the IT systems and notifying law enforcement.

The detected occurrences consisted of the third party’s unauthorized access to, and deployment of encryption to, a portion of the Company’s internal corporate IT systems and the exfiltration of certain files, including files containing personal information. The cybersecurity incident caused disruptions, and