[Form 4] Saul Centers, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Saul Centers, Inc. (BFS) – Form 4 insider filing

On 07/01/2025, director George Patrick Clancy Jr. reported an acquisition of 585.823 phantom stock units under the company’s 2024 Stock Incentive Plan, credited at an implied value of $34.14 per unit. These units are part of the issuer’s Deferred Compensation Plan for Directors and are settled in common stock upon conversion, subject to plan terms and the director’s Deferred Fee Agreement.

Following the transaction, Clancy’s holdings are:

• 16,915 shares of common stock held directly (unchanged in this filing).
• 5,871.861 phantom stock units (including the new grant).
• 20,000 director stock options outstanding in eight annual tranches (2,500 each) with strike prices ranging from $33.79 to $59.41 and expiration dates from 2026 through 2033.

No common shares were bought or sold, and no options were exercised. The filing reflects routine deferred-fee compensation rather than a market purchase, and the size (< $25 k) is immaterial to Saul Centers’ capitalization. Therefore, the event is neutral from a valuation perspective but does indicate continuing equity-based alignment between the director and shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine phantom-share allocation; neutral impact, shows ongoing director equity alignment.

The 585.823 phantom shares granted to Director Clancy represent standard board compensation, not an opportunistic purchase. Although the units eventually convert to common stock, the quantity is de-minimis relative to BFS’s ~23 million shares outstanding, posing negligible dilution. No cash outlay or option exercise occurred, so there is no signal about insider valuation views. Governance-wise, the disclosure is positive for transparency and maintains director-shareholder alignment, but the economic impact is immaterial. I rate the filing neutral (0) for investors.

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^*

CLANCY GEORGE PATRICK JR

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

SUITE 1500

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Common Stock								16,915	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	$57.74							05/06/2016	05/06/2026	Common Stock	2,500		2,500	D
Director Stock Option	$59.41							05/05/2017	05/05/2027	Common Stock	2,500		2,500	D
Director Stock Option	$49.46							05/11/2018	05/11/2028	Common Stock	2,500		2,500	D
Director Stock Option	$55.71							05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Director Stock Option	$50							04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Director Stock Option	$43.89							05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Director Stock Option	$47.9							05/13/2022	05/13/2032	Common Stock	2,500		2,500	D
Director Stock Option	$33.79							05/09/2023	05/12/2033	Common Stock	2,500		2,500	D
Phantom Stock	(1)	07/01/2025		A		585.823		(2)	(2)	Common Stock	585.823	$34.14	5,871.861	D

Explanation of Responses:

1. New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024 (the Deferred Compensation Plan), under its 2024 Stock Incentive Plan. Phantom shares issued prior to May 17, 2024, continue to be subject to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan.

2. The conversion of phantom shares issued on or after May 17, 2024, into shares of the Issuers common stock is governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement. The conversion of phantom shares issued prior to May 17, 2024, into shares of the Issuers common stock is governed pursuant to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan and the reporting persons Deferred Fee Agreement.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	07/01/2025
	** 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

How many phantom shares did Director George Clancy acquire in the July 1 2025 Form 4?

He acquired 585.823 phantom stock units under the 2024 Stock Incentive Plan.

What is the total value of the phantom shares acquired at the reported price?

At $34.14 per unit, the acquisition is valued at roughly $20,000.

Did the filing report any purchase or sale of Saul Centers (BFS) common stock?

No. The common-stock position remains 16,915 shares; no buys or sells were reported.

How many Saul Centers options does the director hold after this transaction?

Clancy continues to hold 20,000 director stock options across eight yearly tranches.

Does this Form 4 indicate any material impact on Saul Centers’ share count?

No. The phantom-share grant is <0.003% of outstanding shares, so dilution is immaterial.