Saul Centers, Inc. (NYSE: BFS) COO reports tax withholding and award

Rhea-AI Filing Summary

Saul Centers, Inc. President & COO David Todd Pearson reported share-based tax and compensation activity dated May 17, 2026. The company withheld 1,205 shares of common stock at $33.0000 per share in a tax-withholding disposition to satisfy obligations tied to equity compensation.

On the same date he acquired 341 common shares at $33.0000 per share in an exempt award transaction, described as dividend equivalents on a restricted stock award that vested May 17, 2026. Following these events he holds 76,721.2814 common shares directly, 117,500 employee stock options, and 42,000 performance shares, plus 2,456.635 common shares held indirectly through a spouse IRA.

Insights

Equity compensation analyst

Routine dividend-equivalent grant and tax withholding; overall equity exposure remains substantial.

President & COO David Todd Pearson reported an acquisition of 341 common shares at $33.00 per share, described as dividend equivalents on a restricted stock award that vested on May 17, 2026. This is a compensation-related, non-market transaction.

In a separate entry, 1,205 shares at $33.00 per share were disposed of as a tax-withholding transaction, which means shares were delivered to satisfy tax liabilities rather than sold on the open market. Such F-code transactions generally carry little informational value about the insider’s view of the stock.

Following these updates, Pearson directly owns 76,380.2814 common shares and indirectly owns 2,456.6350 shares via a spouse IRA. The derivative summary shows sizeable remaining performance share awards and options with exercise prices between $33.79 and $59.41, expiring from 2027 to 2033, underscoring continued long-term equity alignment. Overall, the filing reflects standard equity compensation mechanics rather than discretionary buying or selling.

Insider Trade Summary

Net Seller: 864 shares

Net Sell 14 txns

Insider Pearson David Todd

Role President & COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,205	$33.00	$40K
Grant/Award	Common Stock	341	$33.00	$11K
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Employee Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Performance Shares	--	--	--
holding	Performance Shares	--	--	--
holding	Performance Shares	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 76,721.2814 shares (Direct); Employee Stock Option — 117,500 shares (Direct); Director Stock Option — 2,500 shares (Direct); Performance Shares — 42,000 shares (Direct); Common Stock — 2,456.635 shares (Indirect, Spouse IRA)

Footnotes (2)

1. F1. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026.
2. F2. The options vest 25% per year over four years from the date of grant.

Key Figures

Tax-withheld shares: 1,205 shares Tax-withholding price: 33.0000 Award shares acquired: 341 shares +4 more

7 metrics

Tax-withheld shares 1,205 shares Common Stock tax-withholding disposition at $33.0000 per share on 2026-05-17

Tax-withholding price 33.0000 Per-share price used for the 1,205-share tax-withholding disposition

Award shares acquired 341 shares Common Stock grant/award acquisition at $33.0000 per share on 2026-05-17

Direct common stock holding 76,721.2814 shares Direct Saul Centers common stock held after the reported transactions

Employee stock options 117,500 options Total underlying shares in employee stock options held after the transactions

Performance shares 42,000 shares Total performance share awards reported as held post-transaction

Spouse IRA holding 2,456.635 shares Common stock held indirectly through a spouse IRA as of 2026-05-17

Key Terms

tax-withholding disposition, dividend equivalents, Employee Stock Option, Performance Shares, +1 more

5 terms

tax-withholding disposition financial

"The company withheld 1,205 shares of common stock in a tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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.

Employee Stock Option financial

"Employee Stock Option positions with stated exercise prices and expiration dates"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

Performance Shares financial

"Performance Shares with an exercise price of 0.0000 and specified expiration dates"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Spouse IRA financial

"Common Stock holding reported as indirect ownership with nature of ownership Spouse IRA"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/19/2026 - 04:36 PM Learn about SEC filing dates

FAQ

What insider transactions did BFS report for David Todd Pearson on May 17, 2026?

Saul Centers (BFS) reported that President & COO David Todd Pearson had 1,205 common shares withheld at $33.0000 per share for taxes and acquired 341 common shares via an exempt award tied to dividend equivalents on a restricted stock award vesting that day.

How many BFS shares were withheld for David Todd Pearsons taxes and at what price?

The filing shows 1,205 Saul Centers (BFS) common shares withheld in a tax-withholding disposition at $33.0000 per share, reflecting payment of tax obligations associated with Pearson19s equity compensation rather than an open-market sale.

What are David Todd Pearson19s direct BFS common stock holdings after these transactions?

After the reported transactions, David Todd Pearson directly holds 76,721.2814 shares of Saul Centers (BFS) common stock. In addition, an IRA for his spouse holds 2,456.635 shares, which are reported as indirect beneficial ownership.

What Saul Centers (BFS) stock options and performance shares does Pearson hold?

Post-transaction, Pearson holds 117,500 Saul Centers (BFS) employee stock options and 42,000 performance shares. These positions represent unexercised and unvested equity awards providing future rights to BFS common stock under the companys compensation plans.

Was David Todd Pearson19s BFS Form 4 activity under a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes do not reference any Rule 10b5-1 or pre-arranged trading plan, indicating these tax and award-related transactions were not reported as plan-based.

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^*

Pearson David Todd

(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)
	President & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026

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								2,456.635	I	Spouse IRA
Common Stock	05/17/2026		F		1,205	D	$33	76,380.2814	D
Common Stock	05/17/2026		A		341(1)	A	$33	76,721.2814	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	$59.41							05/05/2017(2)	05/05/2027	Common Stock	5,000		5,000	D
Employee Stock Option	$49.46							05/11/2018(2)	05/11/2028	Common Stock	5,000		5,000	D
Employee Stock Option	$55.71							05/03/2019(2)	05/03/2029	Common Stock	7,500		7,500	D
Employee Stock Option	$50							04/24/2020(2)	04/24/2030	Common Stock	15,000		15,000	D
Employee Stock Option	$43.89							05/07/2021(2)	05/07/2031	Common Stock	25,000		25,000	D
Employee Stock Option	$47.9							05/13/2022(2)	05/13/2032	Common Stock	30,000		30,000	D
Employee Stock Option	$33.79							05/12/2023(2)	05/12/2033	Common Shares	30,000		30,000	D
Director Stock Option	$33.79							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Performance Shares	$0							05/09/2030	05/09/2030	Common Stock	14,000		14,000	D
Performance Shares	$0							05/17/2029	05/17/2029	Common Stock	10,500		10,500	D
Performance Shares	$0							05/08/2031	05/08/2031	Common Stock	17,500		17,500	D

Explanation of Responses:

1. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026.

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

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	05/19/2026
	** 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)