Saul Centers (NYSE: BFS) director reports phantom stock conversion and options

Rhea-AI Filing Summary

Saul Centers, Inc. director reported an insider transaction involving phantom stock units converting into common shares. On 01/05/2026, 3,690 shares of common stock were acquired at $31.5 per share through the exercise of phantom stock under the company’s deferred compensation arrangements.

Following this transaction, the director beneficially owns 20,605 shares of Saul Centers common stock directly. The filing also lists multiple director stock options, each covering 2,500 shares of common stock with exercise prices between $33.79 and $59.41 and expirations from 2026 through 2033. In addition, 3,689.856 phantom stock derivative units remain beneficially owned, linked to the company’s Deferred Compensation Plan and the director’s Deferred Fee Agreement.

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)
01/05/2026

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	01/05/2026		M		3,690	A	$31.5	20,605	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)	01/05/2026		M			3,690	(2)	(2)	Common Stock	3,690	$31.5	3,689.856	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	01/06/2026
	** 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.

FAQ

What insider transaction did Saul Centers (BFS) disclose in this Form 4?

The Form 4 reports that a director of Saul Centers, Inc. acquired 3,690 shares of common stock on 01/05/2026 at $31.5 per share through the conversion of phantom stock units.

How many Saul Centers (BFS) shares does the director own after the transaction?

After the reported transaction, the director beneficially owns 20,605 shares of Saul Centers common stock directly.

What derivative securities are reported for the Saul Centers (BFS) director?

The filing lists several director stock options, each for 2,500 shares of common stock with exercise prices from $33.79 to $59.41 and expiration dates between 05/06/2026 and 05/12/2033. It also reports 3,689.856 phantom stock units tied to Saul Centers common stock.

What is the role of the Saul Centers (BFS) director in this Form 4?

The reporting person is identified as a Director of Saul Centers, Inc., and the Form 4 is marked as filed by one reporting person.

How are phantom stock units handled under Saul Centers (BFS) plans?

The explanation states that phantom shares issued on or after May 17, 2024 are issuable and convertible into common stock under the Deferred Compensation Plan and the 2024 Stock Incentive Plan, together with the reporting person’s Deferred Fee Agreement. Phantom shares issued before that date are governed by the prior deferred compensation plan and the same Deferred Fee Agreement.

What was the transaction code used in the Saul Centers (BFS) Form 4?

The phantom stock conversion into 3,690 common shares on 01/05/2026 is reported with transaction code M, indicating an exercise or conversion of derivative securities.