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Saul Centers director receives 665 phantom shares

Conversion of phantom shares into common stock is governed by the applicable deferred compensation plan and George Patrick Clancy Jr.'s Deferred Fee Agreement.

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Form Type
4

Rhea-AI Filing Summary

Saul Centers, Inc. director George Patrick Clancy Jr. received an award of 665 phantom shares on October 1, 2026, reported at $30.08 per share. His reported phantom-stock balance afterward was 5,740 shares, including 88 shares awarded July 31, 2026, as dividend reinvestments. The award was under the Deferred Compensation Plan for Directors and its 2024 Stock Incentive Plan.

He also reported seven direct Director Stock Option positions, each covering 2,500 common shares.

Insider CLANCY GEORGE PATRICK JR
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock F1, F2, F3 664.894 $30.08 $20K
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Director Stock Option -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 5,740.036 contracts (Direct); Director Stock Option — 17,500 contracts (Direct); Common Stock — 22,605 shares (Direct)
Footnotes (3)
  1. F1. 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.
  2. F2. 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.
  3. F3. Includes 88.216 shares awarded July 31, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
Phantom shares awarded 665 shares October 1, 2026
Reported price per phantom share $30.08 per share Award reported October 1, 2026
Phantom shares following transaction 5,740 shares Reported after the October 1, 2026 transaction
Dividend-reinvestment phantom shares 88 shares Awarded July 31, 2026
Underlying common shares per reported Director Stock Option 2,500 shares Each of seven direct option positions
Director Stock Option exercise prices $59.41, $49.46, $55.71, $50.00, $43.89, $47.90, and $33.79 Seven direct option positions
Phantom Stock financial
"conversion of phantom shares into shares of the Issuers common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan financial
"pursuant to the Issuers Deferred Compensation Plan"
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.
2024 Stock Incentive Plan financial
"under its 2024 Stock Incentive Plan"
Deferred Fee Agreement financial
"the reporting persons Deferred Fee Agreement"

FAQ

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

How many phantom shares did BFS director George Patrick Clancy Jr. receive?

George Patrick Clancy Jr. received an award of 665 phantom shares on October 1, 2026, reported at $30.08 per share. His reported phantom-stock balance afterward was 5,740 shares, including 88 shares awarded July 31, 2026, as dividend reinvestments.

What stock options did George Patrick Clancy Jr. report for BFS?

The seven reported direct option positions each list 2,500 underlying common shares: one at $59.41 expiring May 5, 2027; one at $49.46 expiring May 11, 2028; one at $55.71 expiring May 3, 2029; one at $50.00 expiring April 24, 2030; one at $43.89 expiring May 7, 2031; one at $47.90 expiring May 13, 2032; and one at $33.79 expiring May 12, 2033.

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

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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*
CLANCY GEORGE PATRICK JR

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

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
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 Stock22,605D
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
Director Stock Option$59.4105/05/201705/05/2027Common Stock2,5002,500D
Director Stock Option$49.4605/11/201805/11/2028Common Stock2,5002,500D
Director Stock Option$55.7105/03/201905/03/2029Common Stock2,5002,500D
Director Stock Option$5004/24/202004/24/2030Common Stock2,5002,500D
Director Stock Option$43.8905/07/202105/07/2031Common Stock2,5002,500D
Director Stock Option$47.905/13/202205/13/2032Common Stock2,5002,500D
Director Stock Option$33.7905/09/202305/12/2033Common Stock2,5002,500D
Phantom Stock(1)10/01/2026A664.894 (2) (2)Common Stock664.894$30.085,740.036(3)D
Explanation of Responses:
1. 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.
2. 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.
3. Includes 88.216 shares awarded July 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 Attorney10/01/2026
** 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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