Saul Centers announces non-dispute resignation of director Chapoton

Rhea-AI Filing Summary

Saul Centers, Inc. (BFS) reported a board-level change. On November 25, 2025, director John E. Chapoton resigned from the company’s Board of Directors, effective the same day. The company states that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating that this is presented as an orderly governance transition rather than a dispute-driven departure. Saul Centers’ common stock and its Series D and Series E preferred stock depositary shares continue to trade on the New York Stock Exchange.

Insights

Corporate Governance Analyst

Director resignation disclosed, described as amicable with no stated disagreement; limited direct short-term impact.

The company reports that director John E. Chapoton resigned from the Board on November 25, 2025, effective the same day. The disclosure states that his resignation did not result from any disagreement regarding the company’s operations, policies, or practices, which points to an orderly governance transition rather than a dispute-driven event. The filing does not describe any immediate related changes in roles, committees, or board structure.

From a governance perspective, the key point is the loss of an existing board member, with no replacement or board-size change disclosed in this report. That leaves open how the Company will address board composition, committee assignments, and expertise coverage following his departure, but this specific filing does not detail those actions. The signing by the Senior Vice President and Chief Financial Officer, Carlos L. Heard, confirms the event as a standard reportable corporate change.

The most relevant items to monitor following this November 25, 2025 resignation are any subsequent filings that describe a new director appointment, changes in committee memberships, or adjustments to overall board size. Those later actions, if any, would clarify whether this is purely a routine rotation or part of a broader refresh of board membership over the coming reporting periods.

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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): November 25, 2025

SAUL CENTERS, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-12254

52-1833074

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814

(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code (301) 986-6200

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

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:			Name of exchange on which registered:
Common Stock, Par Value $0.01 Per Share			BFS			New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share			BFS/PRD			New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share			BFS/PRE			New York Stock Exchange

    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).

    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.    ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 25, 2025, John E. Chapoton resigned from the Board of Directors of Saul Centers, Inc. (the “Company”), effective as of the same date. Mr. Chapoton’s resignation is not the result of any disagreement with the Company about its operations, policies or practices.

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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.

                        SAUL CENTERS, INC.

                        By:    /s/ Carlos L. Heard

                            Carlos L. Heard

Senior Vice President and Chief Financial Officer

Dated: November 26, 2025    

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FAQ

What board change did Saul Centers, Inc. (BFS) announce?

Saul Centers, Inc. announced that John E. Chapoton resigned from its Board of Directors, effective November 25, 2025.

Did John E. Chapoton resign from Saul Centers (BFS) because of a disagreement?

The company states that Mr. Chapoton’s resignation was not the result of any disagreement with Saul Centers about its operations, policies, or practices.

When did the director resignation at Saul Centers (BFS) become effective?

The resignation of director John E. Chapoton from Saul Centers’ Board of Directors was effective on November 25, 2025.

Which securities of Saul Centers, Inc. (BFS) are listed on the NYSE?

Saul Centers has its common stock listed under symbol BFS, and depositary shares representing 1/100th interests in its 6.125% Series D and 6.000% Series E cumulative redeemable preferred stock listed as BFS/PRD and BFS/PRE, respectively.

What is the role of Carlos L. Heard in Saul Centers (BFS)?

Carlos L. Heard signed the report on behalf of Saul Centers, Inc. as Senior Vice President and Chief Financial Officer.

Is Saul Centers, Inc. (BFS) classified as an emerging growth company?

The report includes the standard checkbox language regarding emerging growth company status but does not provide additional detail beyond that reference.