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Saul Centers EVP granted 4,000 share awards

For SAUL CENTERS, INC.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

For SAUL CENTERS, INC. (BFS), executive vice president, CAO and treasurer Joel Albert Friedman reported compensation-related equity activity rather than open-market trading. On May 8, 2026 he received 2,000 Common Stock shares and a derivative award of 2,000 Performance Shares, both at an exercise/price of $0.00 per share. On May 9, 2026 he had 131 Common shares delivered or withheld at $35.19 per share to pay an exercise price or tax liability and separately acquired 26 Common shares at the same price. The filing also lists multiple outstanding employee stock options and performance share awards and indirect ownership of Common Stock through a 401(k) plan.

Insider Friedman Joel Albert
Role Exec VP, CAO & Treasurer
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 131 $35.19 $5K
Grant/Award Common Stock 26 $35.19 $914.94
Grant/Award Performance Shares 2,000 $0.00 $0.00
Grant/Award Common Stock 2,000 $0.00 $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 -- -- --
holding Common Stock -- -- --
holding Series E Preferred Stock -- -- --
holding Series D Preferred Stock -- -- --
Holdings After Transaction: Performance Shares — 4,800 contracts for 2,800 underlying shares (Direct); Common Stock — 7,915.7111 shares (Direct); Employee Stock Option — 115,000 contracts (Direct); Common Stock — 15,248 shares (Indirect, 401K); Series E Preferred Stock — 200 shares (Direct); Series D Preferred Stock — 100 shares (Direct)
Footnotes (6)
  1. F1. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
  2. F2. 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.
  3. F3. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 10.8021 shares.
  4. F4. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
  5. F5. The options vest 25% per year over four years from the date of grant.
  6. F6. 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.
Common shares delivered/withheld (Code F) 131 shares at $35.19 per share Payment of exercise price or tax liability on May 9, 2026
Common shares granted/awarded 26 shares at $35.19 per share Grant, award, or other acquisition on May 9, 2026
Common Stock award 2,000 shares at $0.00 per share Non-derivative grant or award on May 8, 2026
Performance Shares award 2,000 underlying Common shares at $0.00 exercise price Derivative grant or award on May 8, 2026, expiring May 8, 2031
Largest option block 20,000 underlying Common shares at $50.00 exercise price Employee Stock Option expiring April 24, 2030
Indirect 401(k) Common Stock holding 15,248 shares Common Stock held indirectly via 401(k) plan
Series E Preferred Stock holding 200 shares Direct holding reported as of May 8, 2026
Series D Preferred Stock holding 100 shares Direct holding reported as of May 8, 2026
Performance Shares financial
"The performance share award provides for the grant of restricted 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.
Dividend Reinvestment Plan award financial
"Balance increased by April 30, 2026 Dividend Reinvestment Plan award"
Funds from Operations financial
"performance criteria relating to the Companys target Funds from Operations"
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.
cliff-vesting financial
"subject to cliff-vesting on May 8, 2031, and (2) achievement of performance"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Joel Albert Friedman report receiving from BFS on May 8, 2026?

He reported awards tied to 2,000 shares of Common Stock and a derivative award of 2,000 Performance Shares, each with an exercise or grant price of $0.00 per share, with underlying Common Stock as the reference security.

What Common Stock transactions did BFS executive Joel Albert Friedman report on May 9, 2026?

He reported 131 Common shares delivered or withheld at $35.19 per share for payment of an exercise price or tax liability (code F), and a separate grant or award acquisition (code A) of 26 Common shares at $35.19 per share.

What derivative positions does Joel Albert Friedman hold in BFS according to this Form 4?

He holds several Employee Stock Options on BFS Common Stock, each covering from 10,000 to 20,000 underlying shares with exercise prices between $33.79 and $59.41 per share, expiring from 2027 through 2033, plus Performance Share awards on 1,200 and 1,600 underlying shares.

How many BFS shares does Joel Albert Friedman hold through a 401(k) plan?

The filing shows an indirect holding of 15,248 Common Stock shares in a 401(k) plan. A footnote explains this represents his beneficial interest in a Saul Centers stock fund within the 401(k) structure.

What preferred stock holdings of BFS does Joel Albert Friedman report?

He reports direct holdings of 200 shares of Series E Preferred Stock and 100 shares of Series D Preferred Stock. These are reported as holdings only, with no new transactions disclosed in this Form 4.

How do BFS performance share awards described in the filing vest?

A footnote states a performance share award provides for grants of restricted Common Stock annually over five years from May 8, 2026, with cliff vesting on May 8, 2031, subject to Funds from Operations (FFO) performance criteria versus Board-approved budget targets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR Learn about SEC filing dates
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*
Friedman Joel Albert

(Last)(First)(Middle)
7501 WISCONSIN AVENUE
15TH FLOOR

(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)
Exec VP, CAO & Treasurer
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 Stock15,248I(1)401K
Series E Preferred Stock200D
Series D Preferred Stock100D
Common Stock05/08/2026A2,000(2)A$08,020.7111(3)D
Common Stock05/09/2026F131D$35.197,889.7111D
Common Stock05/09/2026A26(4)A$35.197,915.7111D
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(5)05/05/2027Common Stock10,00010,000D
Employee Stock Option$49.4605/11/2018(5)05/11/2028Common Stock10,00010,000D
Employee Stock Option$55.7105/03/2019(5)05/03/2029Common Stock15,00015,000D
Employee Stock Option$5004/24/2020(5)04/24/2030Common Stock20,00020,000D
Employee Stock Option$43.8905/07/2021(5)05/07/2031Common Stock20,00020,000D
Employee Stock Option$47.905/13/2022(5)05/13/2032Common Stock20,00020,000D
Employee Stock Option$33.7905/12/2023(5)05/12/2033Common Stock20,00020,000D
Performance Shares$005/17/202905/17/2029Common Stock1,2001,200D
Performance Shares$005/09/203005/09/2030Common Stock1,6001,600D
Performance Shares$005/08/2026A2,000(6)05/08/203105/08/2031Common Stock2,000$02,000D
Explanation of Responses:
1. Effective April 1, 2009, shares formerly held by the B.F. Saul Company Employees' Profit Sharing Reinvestment Trust were distributed to the individual 401(k) plan accounts of participants. The number of shares reported represents the reporting person's beneficial ownership interest in the Saul Centers stock fund of the 401(k) plan.
2. 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.
3. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 10.8021 shares.
4. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
5. The options vest 25% per year over four years from the date of grant.
6. 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)

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