STOCK TITAN

Saul Centers (NYSE: BFS) CFO granted stock awards, with shares withheld for taxes

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

Rhea-AI Filing Summary

Saul Centers, Inc. Senior Vice President & CFO Carlos Lawrence Heard reported new equity compensation and related tax withholding. On May 8, 2026, he received 2,000 restricted shares of Common Stock at $0.0000 per share, which vest in five equal annual installments beginning on May 8, 2026, assuming continued employment. On May 9, 2026, he acquired 19 Common Shares at $35.19 as dividend equivalents tied to previously granted restricted stock, while 131 shares at the same price were withheld to satisfy tax obligations. After these transactions, he directly holds 7,805.1597 Common Shares. He also reports outstanding derivative incentives, including performance shares convertible into Common Stock and employee stock options with exercise prices between $33.79 and $47.90 expiring between 2031 and 2033.

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Insider Heard Carlos Lawrence
Role Senior Vice President & CFO
Type Security Shares Price Value
Tax Withholding Common Stock 131 $35.19 $5K
Grant/Award Common Stock 19 $35.19 $668.61
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 Performance Shares -- -- --
holding Performance Shares -- -- --
holding Series D Preferred Stock -- -- --
Holdings After Transaction: Common Stock — 7,805.16 shares (Direct, null); Performance Shares — 2,000 shares (Direct, null); Employee Stock Option — 10,000 shares (Direct, null); Series D Preferred Stock — 4,500 shares (Direct, null)
Footnotes (1)
  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. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 5.3247 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 at $0.0000 Common Stock award on May 8, 2026
Dividend-equivalent shares 19 shares at $35.19 Common Stock acquired May 9, 2026
Tax withholding shares 131 shares at $35.19 Shares withheld for tax obligations
Common shares held 7,805.1597 shares Direct ownership after transactions
Performance shares (2030) 1,600 underlying shares at $0.0000 Performance Shares expiring May 9, 2030
Stock options at $33.79 15,000 underlying shares Employee Stock Option expiring May 12, 2033
Stock options at $47.90 15,000 underlying shares Employee Stock Option expiring May 13, 2032
Stock options at $43.89 10,000 underlying shares Employee Stock Option expiring May 7, 2031
restricted shares of Common Stock financial
"Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026..."
Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.
Dividend Reinvestment Plan financial
"Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 5.3247 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.
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.
performance share award financial
"The performance share award provides for the grant of restricted shares of Common Stock..."
A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.
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.
cliff-vesting financial
"The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031..."
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*
Heard Carlos Lawrence

(Last)(First)(Middle)
7501 WISCONSIN AVENUE
SUITE 1500E

(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)
Senior Vice President & CFO
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
Series D Preferred Stock4,500D
Common Stock05/08/2026A2,000(1)A$07,936.1597(2)D
Common Stock05/09/2026F131D$35.197,805.1597D
Common Stock05/09/2026A19(3)A$35.197,824.1597D
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$43.8905/07/2021(4)05/07/2031Common Stock10,00010,000D
Employee Stock Option$47.905/13/2022(4)05/13/2032Common Stock15,00015,000D
Employee Stock Option$33.7905/12/2023(4)05/12/2033Common Stock15,00015,000D
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(5)05/08/203105/08/2031Common Stock2,000$02,000D
Explanation of Responses:
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.
2. Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 5.3247 shares.
3. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
4. The options vest 25% per year over four years from the date of grant.
5. 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:
Carlos L. Heard05/12/2026
** 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 did Saul Centers (BFS) CFO Carlos Heard report in this Form 4?

The CFO reported new equity compensation and related tax withholding. He received restricted Common Stock, dividend-equivalent shares, and reported share withholding for taxes, along with updated holdings of common shares, performance shares, and stock options.

How many Saul Centers (BFS) common shares did the CFO acquire?

He acquired 2,000 restricted Common Shares on May 8, 2026 and 19 additional Common Shares on May 9, 2026 as dividend equivalents, reflecting compensation-related awards rather than open-market purchases.

How many Saul Centers (BFS) shares were withheld for taxes?

A total of 131 Common Shares were withheld at a price of $35.19 per share to cover tax obligations associated with vested restricted stock, which is a standard non-market tax-settlement mechanism.

What is the CFO’s Saul Centers (BFS) common stock holding after these transactions?

Following the reported awards and tax withholding, the CFO directly holds 7,805.1597 shares of Saul Centers, Inc. Common Stock, according to the post-transaction ownership figures in the filing.

How do the new restricted Saul Centers (BFS) shares vest for the CFO?

The 2,000 restricted Common Shares vest in five equal annual installments on each anniversary of May 8, 2026, contingent on the CFO’s continued employment with Saul Centers, Inc. over that period.

What performance-based equity awards does the Saul Centers (BFS) CFO hold?

He holds performance share awards tied to Common Stock, including grants with 1,600 and 1,200 underlying shares, subject to future vesting based on Funds from Operations performance and long-term cliff-vesting schedules described in the award terms.