Saul Centers CEO granted 40K share awards
Saul Centers, Inc. Chairman and CEO B. Francis Saul II reported new equity awards rather than open-market trades.
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Form Type
4
Rhea-AI Filing Summary
Saul Centers, Inc. Chairman and CEO B. Francis Saul II reported new equity awards rather than open-market trades. He received 20,000 restricted shares of Common Stock and a 20,000 performance share award, both at a stated price of $0.0000 per share.
He also acquired 268 Common Stock shares at $35.19 per share as dividend-equivalent stock, increasing his directly held Common Stock to 263,720.168 shares. The filing also lists substantial indirect holdings and derivative interests, including partnership units generally convertible one-for-one into Common Stock subject to a 39.9% ownership cap. No share sales are reported.
Insider Trade Summary
Grant/Award: 40,268 shares
Grant/Award
25 txns
Insider
SAUL B FRANCIS II
Role
Chairman & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 268 | $35.19 | $9K |
| Grant/Award | Performance Shares | 20,000 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 20,000 | $0.00 | $0.00 |
| 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 | 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:
Performance Shares — 48,000 contracts for 28,000 underlying shares (Direct);
Common Stock — 263,720.168 shares (Direct);
Director Stock Option — 17,500 contracts (Direct);
Units — 10,975,256 contracts (Direct);
Phantom Stock — 53,665.638 contracts (Direct);
Common Stock — 10,502,525.474 shares (Indirect, See footnote);
Common Stock — 160,972 shares (Indirect, 401K)
Footnotes (20)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. 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.
- F10. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
- F11. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 3,180.499 shares.
- F12. 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.
- F13. 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.
- F14. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 3,297.741 shares.
- F15. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
- F16. 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.
- F17. 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.
- F18. 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.
- F19. Includes 934.144 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
- F20. 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
Dividend-equivalent Common Stock: 268 shares at $35.19
Restricted Common Stock grant: 20,000 shares at $0.0000
Performance share award: 20,000 underlying shares
+5 more
8 metrics
Dividend-equivalent Common Stock
268 shares at $35.19
Acquired May 9, 2026 as dividend equivalents
Restricted Common Stock grant
20,000 shares at $0.0000
Award dated May 8, 2026, time-vesting over five years
Performance share award
20,000 underlying shares
Award dated May 8, 2026, cliff-vesting May 8, 2031 with FFO targets
Direct Common Stock holdings
263,720.168 shares
Directly held after reported May 2026 transactions
Partnership units
10,975,256 units
Units in Saul Holdings Limited Partnership, generally 1:1 into Common Stock
Phantom stock balance
53,665.638 shares
Phantom shares tied to Common Stock under Deferred Compensation Plan
Existing performance shares
16,000 and 12,000 shares
Prior performance share awards with 2029 and 2030 expirations
Director stock options
7 grants of 2,500 shares each
Options with exercise prices $33.79–$59.41 and 2027–2033 expirations
Key Terms
Dividend Reinvestment Plan, Deferred Compensation Plan, phantom shares, performance share award, +2 more
6 terms
Dividend Reinvestment Plan financial
"Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 3,180.499 shares."
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
Deferred Compensation Plan financial
"New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Funds from Operations financial
"achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO)"
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.
units of limited partnership interest financial
"Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transactions did Saul Centers (BFS) CEO report in this Form 4?
The CEO reported only equity awards and related share credits, not market trades. He received 20,000 restricted Common Stock shares, a 20,000 performance share award, and 268 dividend-equivalent Common Stock shares credited at $35.19 per share.
What are Saul Holdings Limited Partnership units reported for Saul Centers (BFS)?
The filing lists 10,975,256 units of limited partnership interest in Saul Holdings Limited Partnership, generally convertible one-for-one into Saul Centers Common Stock. Conversion is restricted so that affiliated holders may not beneficially own more than 39.9% of the value of outstanding common and preferred stock.
What phantom stock holdings are disclosed for Saul Centers (BFS) CEO?
The CEO holds 53,665.638 phantom stock shares tied to Saul Centers Common Stock. These arise under the company’s Deferred Compensation Plan for Directors, with additional phantom shares credited as dividend reinvestments and future conversion governed by specific plan and deferred fee agreement terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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