Saul Centers, Inc. (BFS) amends Form 4 for 401(k) share balance

Rhea-AI Filing Summary

Saul Centers, Inc. had an executive vice president, chief accounting officer and treasurer file an amended Form 4 for a prior transaction dated May 17, 2025. The filing corrects the reported post-transaction beneficial ownership in the company stock fund within the executive’s 401(k) plan to 4,775.57 shares of common stock, following the exempt acquisition of 27 common shares as dividend equivalents when a restricted stock award vested on that date.

The filing also lists the executive’s holdings of Series D and Series E preferred stock, multiple employee stock option grants expiring between 2026 and 2033, and performance share awards scheduled to settle in 2029 and 2030.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Friedman Joel Albert

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC. [ BFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP, CAO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/21/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series E Preferred Stock								200	D
Series D Preferred Stock								100	D
Common Stock								14,178	I(1)	401K
Common Stock	05/17/2025		A		27(2)	A	$34.39	4,775.57(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$57.74							05/06/2016(4)	05/06/2026	Common Stock	10,000		10,000	D
Employee Stock Option	$59.41							05/05/2017(4)	05/05/2027	Common Stock	10,000		10,000	D
Employee Stock Option	$49.46							05/11/2018(4)	05/11/2028	Common Stock	10,000		10,000	D
Employee Stock Option	$55.71							05/03/2019(4)	05/03/2029	Common Stock	15,000		15,000	D
Employee Stock Option	$50							04/24/2020(4)	04/24/2030	Common Stock	20,000		20,000	D
Employee Stock Option	$43.89							05/07/2021(4)	05/07/2031	Common Stock	20,000		20,000	D
Employee Stock Option	$47.9							05/13/2022(4)	05/13/2032	Common Stock	20,000		20,000	D
Employee Stock Option	$33.79							05/12/2023(4)	05/12/2033	Common Stock	20,000		20,000	D
Performance Shares	$0							05/17/2029	05/17/2029	Common Stock	1,600		1,600	D
Performance Shares	$0							05/09/2030	05/09/2030	Common Stock	2,000		2,000	D

Explanation of Responses:

1. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.

2. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2025.

3. This amendment corrects an administrative error in Column 5 of Table I in the original Form 4. The reported post-transaction beneficial ownership balance was incorrect. All transaction details in the original filing were accurate.

4. The options vest 25% per year over four years from the date of grant.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Saul Centers (BFS) report in this Form 4/A?

The Form 4/A reports an executive acquiring 27 Saul Centers common shares as dividend equivalents. These shares were credited when a restricted stock award vested on May 17, 2025, increasing the executive’s 401(k) plan stock fund holdings.

Why did the Saul Centers (BFS) insider need to amend the original Form 4?

The amendment corrects an administrative error in the post-transaction beneficial ownership figure in Column 5 of Table I. The company states that all original transaction details were accurate; only the ending share balance needed correction.

How many Saul Centers (BFS) shares does the executive hold in the 401(k) plan after the correction?

After the correction, the executive beneficially owns 4,775.57 Saul Centers common shares in the 401(k) plan’s stock fund. This figure reflects the addition of 27 dividend-equivalent shares credited upon vesting of a restricted stock award.

What derivative securities are listed for the Saul Centers (BFS) executive in this filing?

The filing lists several employee stock options on Saul Centers common stock with exercise prices between $33.79 and $59.41, expiring from 2026 through 2033. It also includes performance share awards covering 1,600 and 2,000 common shares, settling in 2029 and 2030.

What types of Saul Centers (BFS) stock does the insider hold directly or indirectly?

The insider’s holdings include Series D and Series E preferred stock, common stock held indirectly through the 401(k) stock fund, and various employee stock options and performance shares. The 401(k) holdings are reported as indirect beneficial ownership in the plan’s Saul Centers stock fund.