Saul Centers (BFS) director updates phantom stock, options and share ownership

Rhea-AI Filing Summary

Saul Centers, Inc. director reported updated equity holdings, including both common stock and deferred compensation awards. The filing shows beneficial ownership of 16,915 shares of common stock held directly.

In the deferred compensation program, the director holds a series of director stock options covering multiple grants of 2,500 shares of common stock each, with exercise prices ranging from $33.79 to $59.41 and expiration dates between May 6, 2026 and May 12, 2033.

The report also discloses an acquisition on January 2, 2026 of 634.316 phantom stock shares at a reference price of $31.53 under the company’s Deferred Compensation Plan for Directors, bringing total phantom stock holdings to 7,379.856 shares, which include 135.486 shares previously awarded as dividend reinvestments.

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
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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)
01/02/2026

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								16,915	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)	01/02/2026		A		634.316		(2)	(2)	Common Stock	634.316	$31.53	7,379.856(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 135.486 shares awarded October 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	01/05/2026
	** 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 activity did Saul Centers, Inc. (BFS) disclose in this Form 4?

The filing reports a director’s updated equity holdings in Saul Centers, Inc., including directly owned common stock, multiple director stock options, and phantom stock units awarded under the company’s deferred compensation arrangements.

How many Saul Centers (BFS) common shares does the director own directly?

The director is shown as beneficially owning 16,915 shares of Saul Centers, Inc. common stock in direct form.

What phantom stock award was reported for the Saul Centers (BFS) director?

On January 2, 2026, the director acquired 634.316 phantom stock shares under the Deferred Compensation Plan for Directors at a reference price of $31.53, increasing total phantom stock holdings to 7,379.856 shares.

How are Saul Centers (BFS) phantom shares issued and converted for this director?

Phantom shares issued on or after May 17, 2024 are issuable and convertible into common stock under the company’s Deferred Compensation Plan and 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 director stock options 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 including $57.74, $59.41, $49.46, $55.71, $50, $43.89, $47.9, and $33.79, and expiration dates from May 6, 2026 through May 12, 2033, all held directly.

What role does the reporting person have at Saul Centers, Inc. (BFS)?

The reporting person is identified as a Director of Saul Centers, Inc., filing individually rather than jointly with other reporting persons.

Does the Saul Centers (BFS) filing mention dividend reinvestments in phantom stock?

Yes. The filing notes that the phantom stock total includes 135.486 shares that were awarded on October 31, 2025 as dividend reinvestments on phantom stock held under the Deferred Compensation Plan.