Saul Centers (NYSE: BFS) SVP gets stock grants and tax withholding update
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SAUL CENTERS, INC. senior vice president Willoughby B. Laycock reported routine equity compensation and related tax withholding. On May 8, 2026, he received 500 restricted shares of common stock for $0 per share and a separate grant of 500 performance shares tied to future common stock, which vest based on multi‑year performance and cliff‑vesting on May 8, 2031 under Funds from Operations (FFO) targets. On May 9, 2026, he acquired 5 shares as dividend equivalents at $35.19 per share, while 36 shares were withheld at the same price to cover tax obligations. After these transactions, he holds 4,834.068 common shares directly and 249.952 shares indirectly through a spouse 401(k), plus various option, performance share, and phantom stock positions that provide potential future exposure to Saul Centers stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
18 transactions reported
Mixed
18 txns
Insider
Laycock Willoughby B.
Role
SVP-Res. Design/Mrkt Research
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 36 | $35.19 | $1K |
| Grant/Award | Common Stock | 5 | $35.19 | $175.95 |
| Grant/Award | Performance Shares | 500 | $0.00 | -- |
| Grant/Award | Common Stock | 500 | $0.00 | -- |
| holding | Employee Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Employee Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Employee Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Employee Stock Option | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Employee Stock Option | -- | -- | -- |
| holding | Phantom Stock | -- | -- | -- |
| holding | Director Stock Option | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 4,834.068 shares (Direct, null);
Performance Shares — 500 shares (Direct, null);
Employee Stock Option — 5,000 shares (Direct, null);
Director Stock Option — 2,500 shares (Direct, null);
Phantom Stock — 4,243.322 shares (Direct, null);
Common Stock — 249.952 shares (Indirect, Spouse-401K)
Footnotes (1)
- 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. 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. 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. 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. Includes 73.862 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan. 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.
Key Figures
Restricted stock grant: 500 shares
Performance share grant: 500 performance shares
Dividend-equivalent shares: 5 shares at $35.19
+5 more
8 metrics
Restricted stock grant
500 shares
Common Stock, granted May 8, 2026 at $0.0000
Performance share grant
500 performance shares
Underlying 500 Common Stock shares, May 8, 2026
Dividend-equivalent shares
5 shares at $35.19
Common Stock, acquired May 9, 2026
Tax withholding shares
36 shares at $35.19
Common Stock, withheld May 9, 2026
Direct common holdings after
4,834.068 shares
Common Stock, direct ownership after May 9, 2026
Indirect common holdings
249.952 shares
Spouse 401(k) Common Stock holding, May 8, 2026
Employee stock options at $33.79
10,000 underlying shares
Exercise price $33.79, expiring May 12, 2033
Phantom stock units
4,243.322 units
Underlying Common Stock under Deferred Compensation Plan
Key Terms
restricted shares of Common Stock, dividend equivalents, Deferred Compensation Plan, phantom shares, +2 more
6 terms
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.
Deferred Compensation Plan financial
"pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Funds from Operations financial
"achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders"
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.
FAQ
What did Saul Centers (BFS) executive Willoughby B. Laycock report on this Form 4?
He reported routine equity compensation and tax withholding. Laycock received restricted common stock, performance share awards and small dividend-equivalent shares, with a portion of shares withheld to satisfy tax obligations, leaving him with updated direct and indirect holdings in Saul Centers stock.
What are Laycock’s Saul Centers (BFS) common stock holdings after these transactions?
After the reported awards and tax withholding, Laycock directly holds 4,834.068 shares of Saul Centers common stock. He also indirectly holds 249.952 shares through a spouse’s 401(k) plan, in addition to several option, phantom stock and performance share positions.