布兰迪维因房地产信托美股招股说明书(2025-09-30版)

$300,000,000 6.125% Guaranteed Notes due 2031 Brandywine Operating Partnership, L.P. is offering $300,000,000 of its 6.125% guaranteed notes due January15, 2031 (the “notes”). The notes will bear interest at a rate of 6.125% per year. We will pay interest on the notes semi-annually on January15 and July15 of each year,beginning on January15, 2026. The notes will mature on January15, 2031. We may redeem the notes, in whole or in part, at any time at the applicable redemption prices described in this prospectus supplement. The notes will be unsecured and will rank equally with all of the other unsecured unsubordinated indebtedness of Brandywine Operating Partnership,L.P. from time to time outstanding. Brandywine Realty Trust, the sole general partner of Brandywine Operating Partnership, L.P., will guaranteepayment of the principal and interest on the notes. The guarantee of the notes will be an unsecured and unsubordinated obligation of Brandywine RealtyTrust. Brandywine Realty Trust has no material assets other than its investment in Brandywine Operating Partnership, L.P. We have not applied, and do not intend to apply, for the listing of the notes on any securities exchange or for quotation on any automated quotationsystem. Investing in the notes involves risks. See “Cautionary Statement Regarding Forward-Looking Statements” beginning on pageS-iiiof thisprospectus supplement, “Risk Factors” beginning on pageS-5of this prospectus supplement and “Risk Factors” beginning on page10 of ourAnnual Report on Form10-Kfor the year ended December31, 2024, which is incorporated by reference in this prospectus supplement and inthe accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission has approved or disapproved of thesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest, if any, from and including October3, 2025, if settlement occurs after that date. The underwriters expect to deliver the notes offered hereby in book-entry form only through the facilities of The Depository Trust Company (“DTC”)against payment on or about October3, 2025. Table of Contents You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectusor any applicable free writing prospectus filed with the SEC in connection with this offering. We have not, and the underwriters have not,authorized anyone to provide you with additional or different information. If anyone provides you with additional or different information, youshould not rely on it. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such freewriting prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business,financial condition, results of operations and prospects may have changed since those dates. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTES AND THE GUARANTEEMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCERISK FACTORSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSBRANDYWINE AND THE OPERATING PARTNERSHIPUSE OF PROCEEDSDESCRIPTION OF THE DEBT SECURITIESDESCRIPTION OF THE SHARES OF BENEFICIAL INTERESTDESCRIPTION OF THE DEPOSITARY SHARESDESCRIPTION OF THE SUBSCRIPTION RIGHTSDESCRIPTION OF THE WARRANTSPROVISIONS OF MARYLAND LAW AND OF BRANDYWINE’S DECLARATION OF TRUST AND BYLAWSSELLING SECURITYHOLDERSMATERIAL FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes certain matters relating to us and this offering. The secondpart is the accompanying prospectus dated February28, 2023, which gives more general information about our debt securities and other securities wemay offer from time to time. You should carefully read this prospectus supplement, the accompanying prospectus and the additional information incorporated by reference herein andtherein before investing in the notes. See “Where You Can Find More Information” and “Incorporation by Reference” in this prospectus supplement andin the accompanying prospectus. These documents contain important information that you should c