Saul Centers (BFS) president boosts holdings with new share awards

Rhea-AI Filing Summary

Saul Centers, Inc. president and COO David Todd Pearson reported share acquisitions through equity awards. He exercised performance share awards to acquire 7,000 shares of common stock and received an additional grant of 3,500 restricted common shares at no cash price as compensation.

Following these transactions, he directly holds 61,118.903 shares of Saul Centers common stock. The filing also shows additional indirect ownership of 2,413.873 common shares held in a spouse IRA and multiple outstanding employee and director stock options that remain exercisable over future years.

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^*

Pearson David Todd

(Last) (First) (Middle)

7501 WISCONSIN AVENUE

SUITE 1500

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

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								2,413.873(1)	I	Spouse IRA
Common Stock	03/11/2026		M		7,000(2)	A	$0	57,618.903(3)	D
Common Stock	03/11/2026		A		3,500(4)	A	$0	61,118.903	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
Employee Stock Option	$59.41							05/05/2017(5)	05/05/2027	Common Stock	5,000		5,000	D
Employee Stock Option	$49.46							05/11/2018(5)	05/11/2028	Common Stock	5,000		5,000	D
Employee Stock Option	$55.71							05/03/2019(5)	05/03/2029	Common Stock	7,500		7,500	D
Employee Stock Option	$50							04/24/2020(5)	04/24/2030	Common Stock	15,000		15,000	D
Employee Stock Option	$43.89							05/07/2021(5)	05/07/2031	Common Stock	25,000		25,000	D
Employee Stock Option	$47.9							05/13/2022(5)	05/13/2032	Common Stock	30,000		30,000	D
Employee Stock Option	$33.79							05/12/2023(5)	05/12/2033	Common Shares	30,000		30,000	D
Director Stock Option	$33.79							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Performance Shares	$0	03/11/2026		M			3,500	05/17/2029	05/17/2029	Common Stock	3,500	$0	10,500	D
Performance Shares	$0	03/11/2026		M			3,500	05/09/2030	05/09/2030	Common Stock	3,500	$0	14,000	D

Explanation of Responses:

1. Balance increased by January 31, 2026 Dividend Reinvestment Plan award of 45.444 shares.

2. 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.

3. Balance increased by January 31, 2026 Dividend Reinvestment Plan award of 51.987 shares.

4. 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.

5. The options vest 25% per year over four years from the date of grant.

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).
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FAQ

What insider transactions did BFS executive David Todd Pearson report?

David Todd Pearson reported equity-based share acquisitions, not open-market trades. He exercised performance share awards into 7,000 Saul Centers common shares and received a grant of 3,500 restricted common shares, all at a stated price of $0.00 per share as compensation-related awards.

How many Saul Centers (BFS) shares does David Todd Pearson hold after these transactions?

After the reported transactions, Pearson directly owns 61,118.903 common shares. The filing also lists 2,413.873 additional common shares held indirectly through a spouse IRA, giving investors a clearer picture of his combined direct and indirect equity exposure to Saul Centers.

Did the Saul Centers (BFS) Form 4 show any insider share sales?

No share sales were reported in this Form 4. The transactions reflect exercises of performance share awards and a grant of restricted common stock, all coded as acquisitions, with no open-market sales, tax-withholding dispositions, or gifts disclosed in the transaction summary.

What types of equity awards did the Saul Centers (BFS) president exercise or receive?

Pearson exercised performance shares and received restricted common stock. Two performance share awards converted into 7,000 common shares, and he was granted 3,500 additional restricted common shares that vest 50% on May 17, 2029 and 50% on May 9, 2030, subject to continued employment.

What stock options remain outstanding for the Saul Centers (BFS) president?

The filing lists multiple employee and director stock options still outstanding. These options cover underlying common shares at exercise prices between $33.79 and $59.41 per share, with expiration dates ranging from 2027 through 2033, showing substantial remaining derivative exposure to Saul Centers stock.

Are the new Saul Centers (BFS) shares for David Todd Pearson part of a performance program?

Yes, part of the shares relate to performance-based awards. Footnotes explain that additional restricted common shares were earned based on performance criteria for a period from January 1, 2025 to December 31, 2025, with vesting split between May 17, 2029 and May 9, 2030.