Saul Centers (NYSE: BFS) CEO receives 572-share stock award
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Saul Centers, Inc. Chairman and CEO B. Francis Saul II reported a routine equity compensation event. He received 572 shares of common stock at $33.00 per share as a grant classified as a dividend equivalent on a restricted stock award that vested on May 17, 2026. Following this award, he directly holds 264,292.168 shares of common stock, and also has indirect holdings through family accounts and affiliated entities such as Van Ness Square Corporation, Westminster Investing L.L.C., Dearborn L.L.C., and others. In addition, he retains various equity-based interests, including performance shares, phantom stock tied to common stock, units in Saul Holdings Limited Partnership that are generally convertible one-for-one into common stock subject to ownership limits, and multiple director stock options with exercise prices between $33.79 and $59.41 per share.
Positive
- None.
Negative
- None.
Insider Trade Summary
24 transactions reported
Mixed
24 txns
Insider
SAUL B FRANCIS II
Role
Chairman & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 572 | $33.00 | $19K |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Units | -- | -- | -- |
| holding | Phantom Stock | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 264,292.168 shares (Direct, null);
Director Stock Option — 2,500 shares (Direct, null);
Units — 10,975,256 shares (Direct, null);
Phantom Stock — 53,665.638 shares (Direct, null);
Performance Shares — 12,000 shares (Direct, null);
Common Stock — 35,062.399 shares (Indirect, See footnote)
Footnotes (1)
- These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness. These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster. These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company. These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company. These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust. These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary. These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026. Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock. 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. 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.
Key Figures
Common stock grant: 572 shares at $33.00
Direct common stock held: 264,292.168 shares
Performance shares 2031: 20,000 underlying shares at $0.00
+5 more
8 metrics
Common stock grant
572 shares at $33.00
Dividend equivalents on restricted stock vested May 17, 2026
Direct common stock held
264,292.168 shares
Direct ownership after reported grant
Performance shares 2031
20,000 underlying shares at $0.00
Performance shares expiring May 8, 2031
Performance shares 2030
16,000 underlying shares at $0.00
Performance shares expiring May 9, 2030
Performance shares 2029
12,000 underlying shares at $0.00
Performance shares expiring May 17, 2029
Phantom stock units
53,665.638 units at $0.00
Phantom stock linked to common stock
SHLP units
10,975,256 units at $0.00
Units generally convertible one-for-one into common stock
Director option strike range
$33.79–$59.41
Exercise prices on director stock options
Key Terms
Performance Shares, Phantom Stock, Saul Holdings Limited Partnership, Deferred Compensation Plan for Directors, +2 more
6 terms
Phantom Stock financial
"security_title": "Phantom Stock""
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Saul Holdings Limited Partnership financial
"Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP")"
Deferred Compensation Plan for Directors financial
"issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
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.
beneficially own financial
"he may be deemed to beneficially own the securities held by Saul Company"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
What insider transaction did Saul Centers (BFS) report for B. Francis Saul II?
Saul Centers reported that Chairman and CEO B. Francis Saul II received 572 shares of common stock. The shares were granted at $33.00 each as dividend equivalents on a restricted stock award that vested on May 17, 2026, reflecting routine equity compensation.
What indirect holdings in Saul Centers (BFS) are associated with B. Francis Saul II?
Indirect holdings include securities held by entities such as Van Ness Square Corporation, Westminster Investing L.L.C., Dearborn L.L.C., Avenel Executive Park Phase II L.L.C., SHLP Unit Acquisition Corp., B.F. Saul Property Company, B.F. Saul Company, Saul Trust, and family 401(k) plans, over which he may be deemed to have beneficial ownership.
What are the Saul Holdings Limited Partnership units reported in the Saul Centers (BFS) Form 4?
The Form 4 lists 10,975,256 units of limited partnership interest in Saul Holdings Limited Partnership. In general, these units are convertible into Saul Centers common stock on a one-for-one basis, subject to a 39.9% aggregate ownership limit across the Saul family and affiliates.
What stock options for Saul Centers (BFS) does B. Francis Saul II currently hold?
He holds several director stock options, each for 2,500 underlying shares of common stock or common shares. Exercise prices range from $33.79 to $59.41 per share, with expiration dates between 2027 and 2033, reflecting multi-year incentive awards.