Saul Centers (BFS) president reports dividend-equivalent shares and tax withholding

Rhea-AI Filing Summary

SAUL CENTERS, INC. President & COO David Todd Pearson reported routine equity compensation activity. He acquired 341 shares of common stock at $33.00 per share as dividend equivalents on a restricted stock award that vested on May 17, 2026, and 1,205 shares were withheld at $33.00 per share to cover tax obligations. After these transactions, he directly holds 76,380.2814 common shares and indirectly holds 2,456.6350 shares through a spouse IRA. He also retains multiple performance share awards and stock options over common stock with exercise prices ranging from $33.79 to $59.41 and expirations between 2027 and 2033, indicating substantial remaining equity exposure.

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

14 transactions reported

Mixed 14 txns

Insider Pearson David Todd

Role President & COO

Type	Security	Shares	Price	Value
Tax Withholding	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 — 76,380.281 shares (Direct, null); Employee Stock Option — 5,000 shares (Direct, null); Director Stock Option — 2,500 shares (Direct, null); Performance Shares — 14,000 shares (Direct, null); Common Stock — 2,456.635 shares (Indirect, Spouse IRA)

Footnotes (1)

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

Key Figures

Dividend-equivalent shares acquired: 341 shares at $33.00 Shares withheld for taxes: 1,205 shares at $33.00 Direct common shares after transactions: 76,380.2814 shares +4 more

7 metrics

Dividend-equivalent shares acquired 341 shares at $33.00 Common Stock, dividend equivalents on vested restricted stock award

Shares withheld for taxes 1,205 shares at $33.00 Tax-withholding disposition on equity compensation

Direct common shares after transactions 76,380.2814 shares Common Stock, direct ownership following Form 4 transactions

Indirect common shares (spouse IRA) 2,456.6350 shares Common Stock, indirect ownership via spouse IRA

Largest performance share award 17,500 underlying shares at $0.0000 Performance Shares, expiration 2031-05-08

Key employee stock option grant 30,000 underlying shares at $33.79 Employee Stock Option, expiration 2033-05-12

Highest option exercise price $59.41 per share Employee Stock Option, 5,000 underlying shares, expiration 2027-05-05

Key Terms

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

5 terms

Performance Shares financial

"security_title: "Performance Shares" with underlying common stock and $0.0000 exercise price"

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.

Employee Stock Option financial

"security_title: "Employee Stock Option" with various 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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 1,205 common shares at $33.0000"

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.

restricted stock award financial

"dividend equivalents on filers restricted stock award, which vested on May 17, 2026"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Form 4 Insider Transactions: What Each Field Means →

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)

FAQ

What insider equity activity did Saul Centers (BFS) report for David Todd Pearson?

Saul Centers reported that President & COO David Todd Pearson acquired 341 common shares at $33.00 as dividend equivalents on a vested restricted stock award, while 1,205 shares at the same price were withheld to satisfy tax obligations, leaving his direct ownership at 76,380.2814 shares.

How many Saul Centers (BFS) shares does David Todd Pearson own after this Form 4?

After the reported transactions, David Todd Pearson directly owns 76,380.2814 Saul Centers common shares and indirectly holds 2,456.6350 shares through a spouse IRA, in addition to various performance share awards and stock options over Saul Centers common stock.

Were the Saul Centers (BFS) insider transactions open-market buys or sales?

The filing shows no open-market buys or sales. Pearson’s 341-share acquisition at $33.00 came as dividend equivalents on a vesting restricted stock award, and the 1,205-share disposition reflects tax withholding, not an open-market sale, making these routine compensation-related entries.

What tax-withholding transaction did Saul Centers (BFS) disclose for its President & COO?

Saul Centers disclosed that 1,205 common shares at $33.00 per share were used to satisfy tax liabilities associated with equity compensation for President & COO David Todd Pearson, classified as a tax-withholding disposition rather than a discretionary sale in the market.

What derivative equity positions does David Todd Pearson retain in Saul Centers (BFS)?

Pearson retains performance share awards over 17,500, 10,500, and 14,000 underlying common shares at a $0.00 exercise price and multiple employee and director stock options with exercise prices from $33.79 to $59.41, expiring between 2027 and 2033.