Saul Centers (NYSE: BFS) CEO boosts stake with option exercises and restricted stock awards

Rhea-AI Filing Summary

SAUL CENTERS, INC. Chairman and CEO B. Francis Saul II reported equity-based compensation activity rather than open-market trading. On March 11, 2026, he exercised performance share awards covering 8,000 shares of common stock at a conversion price of $0.00 per share, increasing his directly held common stock to 240,154.427 shares.

He also received an additional 4,000 restricted shares of common stock as an award based on 2025 performance. According to the footnotes, half of these restricted shares vest on May 17, 2029 and the other half on May 9, 2030, subject to his continued employment. The filing also lists substantial indirect holdings through entities, units in Saul Holdings Limited Partnership convertible one-for-one into common stock subject to a 39.9% aggregate ownership cap, and phantom stock units that are also convertible one-for-one into common stock under the company’s deferred compensation plan.

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

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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^*

SAUL B FRANCIS II

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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								35,062.399	I	See footnote(1)
Common Stock								403,725.625	I	See footnote(2)
Common Stock								533,756.255	I	See footnote(3)
Common Stock								2,773.782	I	See footnote(4)
Common Stock								146,218.251	I	See footnote(5)
Common Stock								399,896.143	I	See footnote(6)
Common Stock								357,901.258	I	See footnote(7)
Common Stock								8,440,475.064	I	See footnote(8)
Common Stock								6,989	I	401K(9)
Common Stock								153,983	I	401K(10)
Common Stock								179,536.198(11)	I	See footnote(12)
Common Stock	03/11/2026		M		8,000(13)	A	$0	236,154.222(14)	D
Common Stock	03/11/2026		A		4,000(15)	A	$0	240,154.427	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 Shares	2,500		2,500	D
Units	(16)							(16)	(16)	Common Stock	10,802,167		10,802,167	D
Phantom Stock	(17)							(18)	(18)	Common Stock	52,731.494		52,731.494(19)	D
Performance Shares	$0	03/11/2026		M			4,000	05/17/2029	05/17/2029	Common Stock	4,000	$0	12,000	D
Performance Shares	$0	03/11/2026		M			4,000	05/09/2030	05/09/2030	Common Stock	4,000	$0	16,000	D

Explanation of Responses:

1. These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness.

2. These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster.

3. These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

4. These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

5. These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

6. These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

7. These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company.

8. These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust.

9. These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.

10. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.

11. Balance increased by July 31, 2025 Dividend Reinvestment Plan award, October 31, 2025 award and January 31, 2026 award totaling 10,110.625 shares

12. These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.

13. Represents restricted shares of Common Stock. Fifty percent (50%) of the shares vest on May 17, 2029, and the remaining fifty percent (50%) vest on May 9, 2030, subject to the reporting persons continued employment through the applicable vesting dates.

14. Balance increased by July 31, 2025 Dividend Reinvestment Plan award, October 31, 2025 award and January 31, 2026 award totaling 10,483.331 shares

15. Represents additional restricted shares of Common Stock earned based on the achievement of performance criteria with respect to a performance period commencing on January 1, 2025 and ending on December 31, 2025. Fifty percent (50%) of the shares vest on May 17, 2029, and the remaining fifty percent (50%) vest on May 9, 2030, subject to the reporting persons continued employment through the applicable vesting dates.

16. Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock.

17. Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.

18. The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting.

19. Includes 2,969.588 shares awarded July, 31, 2025, October 31, 2025 and January 31, 2026 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	03/12/2026
	** 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.
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FAQ

What did BFS Chairman and CEO B. Francis Saul II report on this Form 4 for BFS?

He reported compensation-related equity activity, not market trades. On March 11, 2026, he exercised performance share awards into 8,000 shares of Saul Centers common stock and received 4,000 additional restricted shares, increasing his directly held common stock to 240,154.427 shares.

Were any SAUL CENTERS (BFS) shares sold by B. Francis Saul II in this Form 4?

No sales were reported. The filing shows only exercises and awards: performance shares converted into 8,000 common shares at a $0.00 conversion price and a 4,000-share restricted stock grant, all increasing his beneficial ownership without any disposition transactions.

How are the 4,000 new restricted Saul Centers (BFS) shares scheduled to vest?

The 4,000 restricted shares represent additional stock earned based on 2025 performance. Footnotes state that 50% vest on May 17, 2029 and the remaining 50% vest on May 9, 2030, subject to B. Francis Saul II’s continued employment through those vesting dates.

What ongoing option positions does B. Francis Saul II hold in Saul Centers (BFS) after this filing?

He continues to hold multiple director stock options, each covering 2,500 shares of Saul Centers common stock with exercise prices between $33.79 and $59.41 and expiration dates running annually from May 2026 through May 2033, all reported as directly owned derivative holdings.

What are the Saul Holdings Limited Partnership (SHLP) units mentioned in the BFS Form 4?

The units represent limited partnership interests in Saul Holdings Limited Partnership, where Saul Centers is general partner. Footnotes state they are generally convertible into Saul Centers common stock on a one-for-one basis, but conversion cannot occur if specified affiliated holders’ aggregate ownership would exceed 39.9% of the company’s equity value.

How do the phantom stock holdings for B. Francis Saul II in Saul Centers (BFS) work?

Phantom stock units are convertible into Saul Centers common stock on a one-for-one basis. Their conversion terms are governed by the company’s Deferred Compensation Plan, and the balance reflects additional shares credited through dividend reinvestments awarded on July 31, 2025, October 31, 2025, and January 31, 2026.

What types of indirect ownership does B. Francis Saul II report in Saul Centers (BFS)?

He reports indirect common stock ownership through several entities, including Van Ness, Westminster, Dearborn, Avenel, SHLP-related entities, Saul Property, Saul Trust, B.F. Saul Company, and 401(k) plans for himself and his spouse, where he may be deemed to beneficially own the securities held.