BFS Form 4: Director Sells 11,466 Shares; Phantom Stock Award Added

Rhea-AI Filing Summary

John E. Chapoton, a director of Saul Centers, Inc. (BFS), reported transactions on Form 4 showing his holdings and recent activity. The filing reports a disposition of 11,466.078 shares of common stock. It also shows outstanding director stock options (each for 2,500 shares) granted from 2016 through 2023 and exercisable into common stock, together with a new award of 509.884 phantom shares credited 10/01/2025 under the issuer's Deferred Compensation Plan and 2024 Stock Incentive Plan. The filing states the phantom shares convert to common stock under the plan terms and notes 526.084 phantom-share dividend reinvestments awarded July 31, 2025. The reporting person beneficially owns 28,955.498 shares following the reported transactions.

Positive

• Recognition of compensation: Director received 509.884 phantom shares under the Deferred Compensation Plan, reflecting ongoing alignment with shareholder value
• Dividend reinvestment: 526.084 phantom shares were awarded July 31, 2025 as dividend reinvestments, indicating plan features that compound director holdings

Negative

• Disposition of common stock: Reporting person disposed of 11,466.078 shares, which could be viewed negatively if part of larger insider selling trends

Insights

Securities Analyst

TL;DR: Director reported a sizeable sale and receipt of phantom shares; overall impact appears routine for director compensation.

The Form 4 discloses a disposition of 11,466.078 common shares and the issuance of 509.884 phantom shares under the company's Deferred Compensation Plan effective May 17, 2024 and its 2024 Stock Incentive Plan. The filing also documents multiple outstanding director stock options (each for 2,500 shares) with various strike prices and expiration dates between 2026 and 2033. Dividend reinvestment added 526.084 phantom shares on July 31, 2025. These items are compensation and portfolio-management related disclosures rather than operational developments, so investor impact is limited unless aggregated insider selling is material relative to float.

Corporate Governance Expert

TL;DR: Transactions reflect standard director compensation mechanics and plan conversions; governance implications are routine.

The report clarifies that phantom shares and conversions are governed by the issuer's Deferred Compensation Plan and the reporting person's Deferred Fee Agreement, with different terms applying to awards before and after the May 17, 2024 amendment. The disclosure of conversion mechanics and dividend reinvestment is appropriate for transparency. No new governance actions, departures, or related-party transactions are disclosed beyond standard director awards and share disposition.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider CHAPOTON JOHN E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	509.884	$31.87	$16K
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	Director Stock Option	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 28,955.498 shares (Direct); Director Stock Option — 2,500 shares (Direct); Common Stock — 11,466.078 shares (Direct)

Footnotes (1)

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. 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. Includes 526.084 shares awarded July 31, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

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).

1. Name and Address of Reporting Person^*

CHAPOTON JOHN E

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(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)
10/01/2025

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								11,466.078	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							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Phantom Stock	(1)	10/01/2025		A		509.884		(2)	(2)	Common Stock	509.884	$31.87	28,955.498(3)	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.

3. Includes 526.084 shares awarded July 31, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	10/01/2025
	** 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).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did John E. Chapoton report on Form 4 for SAUL CENTERS, INC. (BFS)?

The Form 4 reports a disposition of 11,466.078 common shares, issuance of 509.884 phantom shares on 10/01/2025, and noted outstanding director stock options (each for 2,500 shares).

How many shares does the reporting person beneficially own after the reported transactions?

The filing states the reporting person beneficially owns 28,955.498 shares following the reported transactions.

What are the phantom shares and how do they convert to common stock?

The filing says phantom shares were issued under the issuer's Deferred Compensation Plan and the 2024 Stock Incentive Plan and that conversion to common stock is governed by those plan terms and the reporting person's Deferred Fee Agreement.

Were dividend reinvestments reported for the phantom shares?

Yes. The filing includes 526.084 phantom shares awarded July 31, 2025 as dividend reinvestments on phantom stock held by the reporting person.

What director stock options are listed in the filing?

The filing lists multiple director stock options granted in 2016–2023, each exercisable into 2,500 common shares, with various exercise prices and expiration dates through 2033.