STOCK TITAN

Saul Centers (NYSE: BFS) SVP awarded 1,500 shares, 101 withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SAUL CENTERS, INC. senior vice president and Chief Construction Officer Donald A. Hachey reported routine equity compensation activity. On May 8, 2026, he received 1,500 restricted shares of Common Stock at $0.00, which vest in equal annual installments over five years, and a related grant of 1,500 Performance Shares tied to future vesting and performance goals. On May 9, 2026, he acquired 15 additional Common Shares at $35.19 as dividend-equivalent compensation, while 101 shares at the same price were withheld to cover tax obligations. Following these transactions, he directly holds 5,680.8121 Common Shares, alongside multiple Performance Share awards and employee stock options that provide additional potential future exposure to the company’s stock.

Positive

  • None.

Negative

  • None.

Insights

Routine stock awards and tax withholding, no open-market trading.

The filing shows Donald A. Hachey receiving equity compensation from SAUL CENTERS, INC. rather than trading shares in the open market. He was granted 1,500 restricted shares and 1,500 Performance Shares on May 8, 2026, plus 15 dividend-equivalent shares.

A separate F-code entry reflects 101 shares withheld at $35.19 to satisfy tax obligations, a standard non-market mechanism. After these events, he directly owns 5,680.8121 Common Shares and retains multiple option and performance-share awards with exercise prices between $33.79 and $59.41.

Because these are routine grants and tax withholding with no discretionary buying or selling, the informational signal for investors is limited. Future company filings may update how many of these awards ultimately vest based on performance conditions such as Funds from Operations targets.

Insider Hachey Donald A
Role SVP-Chief Construction Officer
Type Security Shares Price Value
Tax Withholding Common Stock 101 $35.19 $4K
Grant/Award Common Stock 15 $35.19 $527.85
Grant/Award Performance Shares 1,500 $0.00 --
Grant/Award Common Stock 1,500 $0.00 --
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 Performance Shares -- -- --
holding Performance Shares -- -- --
Holdings After Transaction: Common Stock — 5,680.812 shares (Direct, null); Performance Shares — 1,500 shares (Direct, null); Employee Stock Option — 5,000 shares (Direct, null)
Footnotes (1)
  1. 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. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 4.0351 shares. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026. The options vest 25% per year over four years from the date of grant. 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.
Restricted share grant 1,500 shares Common Stock granted on May 8, 2026 at $0.00
Dividend-equivalent shares 15 shares at $35.19 Common Stock acquired on May 9, 2026
Tax withholding 101 shares at $35.19 Shares withheld to cover tax liability
Post-transaction holdings 5,680.8121 shares Direct Common Stock ownership after reported events
Performance Share grant 1,500 units at $0.00 Performance Shares granted May 8, 2026, expiring May 8, 2031
Stock option position 15,000 shares at $33.79 Employee Stock Option expiring May 12, 2033
restricted shares financial
"Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
Dividend Reinvestment Plan financial
"Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 4.0351 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.
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.
performance share award financial
"The performance share award provides for the grant of restricted shares of Common Stock"
A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.
Funds from Operations financial
"achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders"
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.
SEC Form 4
FORM 4UNITED 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*
Hachey Donald A

(Last)(First)(Middle)
7501 WISCONSIN AVE
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP-Chief Construction Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/08/2026A1,500(1)A$05,781.8121(2)D
Common Stock05/09/2026F101D$35.195,680.8121D
Common Stock05/09/2026A15(3)A$35.195,695.8121D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option$59.4105/05/2017(4)05/05/2027Common Stock5,0005,000D
Employee Stock Option$49.4605/11/2018(4)05/11/2028Common Stock5,0005,000D
Employee Stock Option$55.7105/03/2019(4)05/03/2029Common Stock5,0005,000D
Employee Stock Option$5004/24/2020(4)04/24/2030Common Stock7,5007,500D
Employee Stock Option$43.8905/07/2021(4)05/07/2031Common Stock10,00010,000D
Employee Stock Option$47.905/13/2022(4)05/13/2032Common Stock10,00010,000D
Employee Stock Option$33.7905/12/2023(4)05/12/2033Common Stock15,00015,000D
Performance Shares$005/17/202905/17/2029Common Stock900900D
Performance Shares$005/09/203005/09/2030Common Stock1,2001,200D
Performance Shares$005/08/2026A1,500(5)05/08/203105/08/2031Common Stock1,500$01,500D
Explanation of Responses:
1. 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.
2. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 4.0351 shares.
3. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
4. The options vest 25% per year over four years from the date of grant.
5. 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.
Remarks:
/s/ Carlos L. Heard, by Power of Attorney05/12/2026
** Signature of Reporting PersonDate
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 stock transactions did BFS executive Donald Hachey report in this Form 4?

Donald Hachey reported equity compensation events, not open-market trades. He received 1,500 restricted Common Shares and 1,500 Performance Shares, plus 15 dividend-equivalent shares, while 101 shares were withheld to cover taxes. These actions increased his long-term alignment with Saul Centers’ stock.

How many Saul Centers (BFS) shares does Donald Hachey hold after these transactions?

After the reported transactions, Donald Hachey directly holds 5,680.8121 shares of Saul Centers Common Stock. This figure reflects new equity awards, dividend-equivalent shares, and the 101-share tax withholding, and sits alongside his outstanding options and performance share awards.

Were any Saul Centers (BFS) shares sold on the open market in this Form 4?

No open-market sales appear in this Form 4. The only disposition is an F-code transaction where 101 shares were withheld at $35.19 per share to pay tax obligations on vesting, a routine non-market mechanism rather than a discretionary sale into the market.

What are the key equity awards granted to the BFS SVP in this filing?

Key awards include 1,500 restricted shares of Common Stock granted on May 8, 2026, vesting in five equal annual installments, and 1,500 Performance Shares that can convert into Common Stock based on future vesting and performance criteria tied to Funds from Operations targets set by the board.

How do the Performance Shares for Saul Centers (BFS) executive vest and convert?

The performance share award provides for restricted Common Shares on each of five anniversaries of May 8, 2026. The shares that ultimately vest are subject to cliff-vesting on May 8, 2031, and depend on achieving Funds from Operations performance criteria set annually in the company’s budget.

What stock options does Donald Hachey hold according to this Form 4?

Hachey holds several employee stock option grants on Saul Centers Common Stock, including awards with exercise prices of $33.79, $47.90, $43.89, $50.00, $55.71, $49.46, and $59.41 per share, expiring between 2027 and 2033. These options provide potential future upside if exercised.