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Saul Centers (BFS) CFO reports stock awards and tax withholding on Form 4

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

Rhea-AI Filing Summary

Saul Centers, Inc. Senior Vice President & CFO Carlos Lawrence Heard reported updated holdings in common and derivative securities. He received 40 shares of Common Stock at $33.00 per share in an exempt award tied to dividend equivalents on a restricted stock award that vested on May 17, 2026. To cover related tax obligations, 131 shares of Common Stock were disposed of through share withholding rather than an open-market sale, leaving him with 7,693.1597 direct common shares.

He also directly holds Series D Preferred Stock totaling 4,500 shares, plus performance share awards linked to 2,000, 1,600, and 1,200 underlying common shares that can settle at an exercise price of $0.00. In addition, he retains employee stock options over 15,000, 15,000, and 10,000 common shares with exercise prices of $33.79, $47.90, and $43.89, respectively, which vest 25% per year over four years from each grant date.

Positive

  • None.

Negative

  • None.
Insider Heard Carlos Lawrence
Role Senior Vice President & CFO
Type Security Shares Price Value
Tax Withholding Common Stock 131 $33.00 $4K
Grant/Award Common Stock 40 $33.00 $1K
holding Employee Stock Option -- -- --
holding Employee Stock Option -- -- --
holding Employee Stock Option -- -- --
holding Performance Shares -- -- --
holding Performance Shares -- -- --
holding Performance Shares -- -- --
holding Series D Preferred Stock -- -- --
Holdings After Transaction: Common Stock — 7,693.16 shares (Direct, null); Employee Stock Option — 10,000 shares (Direct, null); Performance Shares — 1,200 shares (Direct, null); Series D Preferred Stock — 4,500 shares (Direct, null)
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.
Common stock award 40 shares at $33.00 Dividend equivalent award vesting May 17, 2026
Tax withholding shares 131 shares at $33.00 Shares withheld to satisfy tax liability
Direct common shares 7,693.1597 shares Common stock held directly after transactions
Series D Preferred Stock 4,500 shares Preferred shares held directly
Performance shares 2031 2,000 underlying shares at $0.00 Performance shares expiring May 8, 2031
Performance shares 2030 1,600 underlying shares at $0.00 Performance shares expiring May 9, 2030
Stock option $33.79 15,000 underlying shares Option expiring May 12, 2033
Stock option $47.90 15,000 underlying shares Option expiring May 13, 2032
Performance Shares financial
"security_title": "Performance Shares""
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""
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.
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.
tax-withholding disposition financial
"transaction_action": "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.
exercise price financial
"conversion_or_exercise_price": "33.7900""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
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*
Heard Carlos Lawrence

(Last)(First)(Middle)
7501 WISCONSIN AVENUE
SUITE 1500E

(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)
Senior Vice President & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026
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
Series D Preferred Stock4,500D
Common Stock05/17/2026F131D$337,693.1597D
Common Stock05/17/2026A40(1)A$337,733.1597D
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$43.8905/07/2021(2)05/07/2031Common Stock10,00010,000D
Employee Stock Option$47.905/13/2022(2)05/13/2032Common Stock15,00015,000D
Employee Stock Option$33.7905/12/2023(2)05/12/2033Common Stock15,00015,000D
Performance Shares$005/17/202905/17/2029Common Stock1,2001,200D
Performance Shares$005/09/203005/09/2030Common Stock1,6001,600D
Performance Shares$005/08/203105/08/2031Common Stock2,0002,000D
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:
Carlos L. Heard05/19/2026
** 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 did Saul Centers (BFS) CFO Carlos Heard report in this Form 4?

CFO Carlos Heard reported updated equity holdings, including common stock, Series D preferred stock, performance shares, and stock options. The filing shows a small stock award and tax share withholding, rather than any open-market buying or selling of Saul Centers (BFS) shares.

How many Saul Centers (BFS) common shares does the CFO hold after these transactions?

After the reported transactions, CFO Carlos Heard holds 7,693.1597 Saul Centers common shares directly. This reflects a 40-share award tied to dividend equivalents and 131 shares withheld to satisfy tax obligations related to the vesting restricted stock.

What stock award did the Saul Centers (BFS) CFO receive on May 17, 2026?

On May 17, 2026, the CFO received 40 shares of Saul Centers common stock at $33.00 per share. The filing states these were acquired as dividend equivalents on a restricted stock award that vested on the same date, in an exempt, non-market transaction.

Why were 131 Saul Centers (BFS) shares disposed of in this Form 4?

The Form 4 reports 131 common shares disposed of for tax withholding at $33.00 per share. These shares were surrendered to cover tax liabilities on equity compensation, a routine mechanism distinct from an open-market sale of Saul Centers (BFS) stock.

What option and performance share positions does the Saul Centers (BFS) CFO retain?

The CFO retains performance shares over 2,000, 1,600, and 1,200 common shares with a $0.00 exercise price, plus employee stock options over 15,000, 15,000, and 10,000 common shares at exercise prices of $33.79, $47.90, and $43.89, respectively.

How do the Saul Centers (BFS) employee stock options vest for the CFO?

The filing explains that the options vest 25% per year over four years from the grant date. This standard vesting schedule applies to the reported employee stock option awards, aligning the CFO’s equity compensation with a multi-year service period at Saul Centers (BFS).