STOCK TITAN

Saul Centers (NYSE: BFS) grants stock and performance share awards to executive

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

Rhea-AI Filing Summary

SAUL CENTERS, INC. executive vice president, chief accounting officer and treasurer Joel Albert Friedman reported equity compensation and related tax withholding in company stock. On May 8, 2026, he received 2,000 restricted shares of Common Stock at $0.00 per share that vest in equal installments on each of the first five anniversaries of May 8, 2026, assuming continued employment. He also received 2,000 Performance Shares, which can convert into Common Stock on May 8, 2031 based on Funds from Operations performance criteria set annually by the board. On May 9, 2026, he acquired 26 Common shares at $35.19 each as dividend equivalents on a restricted stock award that vested the same day, and 131 shares of Common Stock were withheld to cover tax obligations, leaving him with 7,889.7111 directly held Common shares. He also reports indirect ownership of 15,248 Common shares in a 401(k) plan and multiple stock option grants and performance share awards that remain outstanding.

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Insider Friedman Joel Albert
Role Exec VP, CAO & Treasurer
Type Security Shares Price Value
Tax Withholding Common Stock 131 $35.19 $5K
Grant/Award Common Stock 26 $35.19 $914.94
Grant/Award Performance Shares 2,000 $0.00 --
Grant/Award Common Stock 2,000 $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: Common Stock — 7,889.711 shares (Direct, null); Performance Shares — 2,000 shares (Direct, null); Employee Stock Option — 10,000 shares (Direct, null); Common Stock — 15,248 shares (Indirect, 401K); Series E Preferred Stock — 200 shares (Direct, null); Series D Preferred Stock — 100 shares (Direct, null)
Footnotes (1)
  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. 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 10.8021 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 stock grant 2,000 shares Common Stock restricted shares granted May 8, 2026
Performance Shares grant 2,000 units Performance Shares granted May 8, 2026, convertible in 2031
Dividend-equivalent shares 26 shares at $35.19/share Common Stock acquired May 9, 2026 as dividend equivalents
Tax withholding shares 131 shares Common Stock withheld May 9, 2026 for tax liability
Direct common shares held 7,889.7111 shares Direct Common Stock ownership after transactions
401(k) common shares 15,248 shares Indirect Common Stock ownership via 401(k) plan
Stock option grant 20,000 shares at $33.79 Employee Stock Option, expiration May 12, 2033
Performance Shares outstanding 1,600 shares underlying Performance Shares expiring May 9, 2030 at $0.00 exercise price
Performance Shares financial
"The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026"
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 financial
"Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 10.8021 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.
Funds from Operations financial
"performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO)"
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.
restricted shares financial
"Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments"
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 equivalents financial
"Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026"
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.
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)

FAQ

What equity awards did BFS executive Joel Albert Friedman receive in this Form 4?

Joel Albert Friedman received 2,000 restricted shares of Common Stock and 2,000 Performance Shares. The restricted shares vest in five equal annual installments, while the Performance Shares may convert to stock in 2031 if Funds from Operations performance goals are achieved.

How do the new BFS restricted shares for Joel Albert Friedman vest?

The 2,000 restricted BFS Common shares vest in five equal parts on the first five anniversaries of May 8, 2026. Vesting requires continued employment, spreading the compensation effect evenly across the five-year period for this executive.

What are the key terms of Joel Albert Friedman’s BFS Performance Shares?

Friedman’s 2,000 Performance Shares can convert into restricted Common Stock on May 8, 2031. Actual vesting depends on achieving Funds from Operations targets set annually by the board, using budgeted FFO levels as performance benchmarks over the award period.

Why were 131 shares of Saul Centers (BFS) stock disposed of in this filing?

The 131 Common shares were withheld to satisfy tax obligations related to vested equity, not sold in the open market. This tax-withholding mechanism reduces the net shares delivered but is a routine administrative feature of equity compensation programs.

How many Saul Centers (BFS) shares does Joel Albert Friedman hold after these transactions?

After the reported transactions, Friedman directly holds 7,889.7111 Common shares. He also has 15,248 Common shares indirectly through a 401(k) plan and retains several employee stock option and performance share awards with future vesting and expiration dates.

What stock options for BFS Common Stock remain outstanding for Joel Albert Friedman?

Friedman holds multiple employee stock option awards on Saul Centers Common Stock, including grants with exercise prices of $33.79, $47.90, $43.89, $50.00, $55.71, $49.46 and $59.41. Each grant covers 10,000–20,000 shares and expires between 2027 and 2033.