BFS vice chair receives stock, FFO-tied awards

SAUL CENTERS, INC. vice chair Patricia Saul Lotuff reported routine equity compensation awards and related tax withholding.

Rhea-AI Filing Summary

SAUL CENTERS, INC. vice chair Patricia Saul Lotuff reported routine equity compensation awards and related tax withholding. On May 8, 2026, she received 2,000 shares of restricted Common Stock at $0.00 per share, plus a grant of 2,000 Performance Shares tied to future Common Stock. These restricted shares vest in equal installments on each of the first five anniversaries of May 8, 2026, assuming continued employment.

The performance share award can deliver restricted Common Stock on each of the five anniversaries of May 8, 2026, with vesting on May 8, 2031 based on Funds from Operations (FFO) performance versus Board-approved budgets. On May 9, 2026, she also acquired 18 shares of Common Stock at $35.19 as dividend equivalents, while 152 shares were withheld at the same price to satisfy tax obligations. After these transactions, she directly holds 23,699.641 shares of Common Stock, along with unexercised derivative awards covering additional shares.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Lotuff Patricia Saul

Role Vice Chair

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	152	$35.19	$5K
Grant/Award	Common Stock	18	$35.19	$633.42
Grant/Award	Performance Shares	2,000	$0.00	$0.00
Grant/Award	Common Stock	2,000	$0.00	$0.00
holding	Director Stock Option	--	--	--
holding	Performance Shares	--	--	--
holding	Performance Shares	--	--	--

Holdings After Transaction: Performance Shares — 4,800 contracts for 2,800 underlying shares (Direct); Common Stock — 23,699.641 shares (Direct); Director Stock Option — 2,500 contracts (Direct)

Footnotes (3)

1. F1. Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments, assuming continued employment.
2. F2. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
3. F3. The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.

Key Figures

Restricted stock grant: 2,000 shares at $0.00 Performance Share grant: 2,000 units, $0.00 exercise Dividend-equivalent shares: 18 shares at $35.19 +5 more

8 metrics

Restricted stock grant 2,000 shares at $0.00 Common Stock award on May 8, 2026

Performance Share grant 2,000 units, $0.00 exercise New Performance Shares on May 8, 2026

Dividend-equivalent shares 18 shares at $35.19 Common Stock acquired May 9, 2026

Tax-withholding shares 152 shares at $35.19 Shares withheld for tax on May 9, 2026

Common Stock held 23,681.641 shares Direct holdings after transactions

Existing Performance Shares 1,600 underlying shares, $0.00 Expiration May 9, 2030

Additional Performance Shares 1,200 underlying shares, $0.00 Expiration May 17, 2029

Director stock options 2,500 shares at $33.79 Expiration May 12, 2033

Key Terms

restricted shares of Common Stock, dividend equivalents, Performance Share award, Funds from Operations, +1 more

5 terms

restricted shares of Common Stock financial

"Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026..."

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

dividend equivalents financial

"Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award..."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Performance Share award financial

"The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries..."

A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.

Funds from Operations financial

"achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders..."

Funds from operations (FFO) measures the cash a real estate-focused company generates from its core property operations by adjusting net income to add back non-cash expenses like building depreciation and removing one-time gains or losses from property sales. Investors use FFO like a household’s monthly take-home pay—it's a clearer view of ongoing cash available to pay dividends, maintain properties and fund growth than raw accounting profit.

noncontrolling interests financial

"Funds from Operations available to common stockholders and noncontrolling interests (FFO)..."

The portion of a subsidiary’s equity and profits that belongs to outside owners rather than the parent company; when a parent reports consolidated results it includes the whole subsidiary but shows the noncontrolling slice separately. Think of a company’s subsidiary as a pie where the parent owns most slices but some are held by other investors — noncontrolling interests tell you how much of the pie and its future earnings don’t belong to the parent, which affects how much profit and net assets are truly attributable to the parent’s shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Common Stock awards did Patricia Saul Lotuff receive in this BFS Form 4?

Patricia Saul Lotuff received a grant of 2,000 restricted Common Stock shares at $0.00 per share, vesting in five equal annual installments from May 8, 2026, assuming continued employment, plus 18 dividend-equivalent shares at $35.19 credited on May 9, 2026.

How do the Performance Shares reported for BFS vice chair Patricia Saul Lotuff work?

The filing shows a new 2,000 Performance Share award with a $0.00 exercise price, potentially settling in Common Stock in five annual installments and cliff-vesting on May 8, 2031, subject to FFO-based performance criteria against Board-approved budget targets.

Why were 152 BFS shares disposed of in Patricia Saul Lotuff’s Form 4?

The 152 Common Stock shares at $35.19 were not market sales but a tax-withholding disposition, used to satisfy tax liabilities arising from equity awards, leaving her with 23,681.641 directly held Common Stock shares after the withholding.

What are Patricia Saul Lotuff’s remaining derivative equity positions in BFS after these transactions?

The derivative summary lists Performance Shares over 1,600 and 1,200 underlying Common shares at a $0.00 exercise price, expiring in 2029 and 2030, plus Director Stock Options on 2,500 shares at $33.79, expiring in 2033.

Is Patricia Saul Lotuff’s Form 4 for BFS primarily a buy or sell signal?

The Form 4 mainly reflects equity compensation grants and tax withholding, not open-market buying or selling. Awards of restricted stock and Performance Shares increased her equity exposure, while the 152-share disposition was solely to cover tax obligations on those awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 08:56 PM EDT Learn about SEC filing dates

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^*

Lotuff Patricia Saul

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

SUITE 1500

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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
Common Stock	05/08/2026		A		2,000(1)	A	$0	23,833.641	D
Common Stock	05/09/2026		F		152	D	$35.19	23,681.641	D
Common Stock	05/09/2026		A		18(2)	A	$35.19	23,699.641	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
Director Stock Option	$33.79							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Performance Shares	$0							05/17/2029	05/17/2029	Common Stock	1,200		1,200	D
Performance Shares	$0							05/09/2030	05/09/2030	Common Stock	1,600		1,600	D
Performance Shares	$0	05/08/2026		A		2,000(3)		05/08/2031	05/08/2031	Common Stock	2,000	$0	2,000	D

Explanation of Responses:

1. Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments, assuming continued employment.

2. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.

3. The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)