STOCK TITAN

Saul Centers (BFS) EVP receives restricted stock, performance shares and options

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

Rhea-AI Filing Summary

SAUL CENTERS, INC. executive vice president and chief legal and administrative officer Bettina T. Guevara reported new equity compensation and related tax withholding. She received a grant of 2,500 restricted shares of Common Stock on May 8, 2026 at a stated price of $0.0000 per share, which vest in equal annual installments over five years assuming continued employment. On May 9, 2026, she was credited with 22 Common shares at $35.19 per share as dividend equivalents on an existing restricted stock award, while 190 shares at the same price were withheld to cover tax obligations. After these transactions she directly owns 9,621.4231 Common shares. She also holds performance share awards tied to future grants of restricted stock and company Funds from Operations performance, plus employee stock options on additional Common shares with exercise prices between $33.79 and $47.90 and expirations from 2031 to 2033.

Positive

  • None.

Negative

  • None.
Insider Guevara Bettina T.
Role Exec. VP /Chf Legal & Adm Off
Type Security Shares Price Value
Tax Withholding Common Stock 190 $35.19 $7K
Grant/Award Common Stock 22 $35.19 $774.18
Grant/Award Performance Shares 2,500 $0.00 --
Grant/Award Common Stock 2,500 $0.00 --
holding Employee Stock Option -- -- --
holding Employee Stock Option -- -- --
holding Employee Stock Option -- -- --
holding Performance Shares -- -- --
holding Performance Shares -- -- --
Holdings After Transaction: Common Stock — 9,621.423 shares (Direct, null); Performance Shares — 2,500 shares (Direct, null); Employee Stock Option — 2,500 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 6.1171 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 2,500 shares at $0.0000 Common Stock granted May 8, 2026; vests over five years
Dividend-equivalent shares 22 shares at $35.19 Common Stock credited May 9, 2026 as dividend equivalents
Tax withholding shares 190 shares at $35.19 Shares withheld to satisfy tax liability on equity awards
Direct Common holdings 9,621.4231 shares Total Common Stock owned directly after reported transactions
Performance shares 1 2,000 underlying shares Performance Shares, exercise price $0.0000, expiring May 9, 2030
Performance shares 2 1,500 underlying shares Performance Shares, exercise price $0.0000, expiring May 17, 2029
Stock options at $33.79 4,000 underlying shares Employee Stock Option, expiration May 12, 2033
Stock options at $47.90 3,000 underlying shares Employee Stock Option, expiration May 13, 2032
restricted shares of Common Stock financial
"Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries..."
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 6.1171 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..."
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.
employee stock option financial
"The options vest 25% per year over four years from the date of grant."
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
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*
Guevara Bettina T.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Exec. VP /Chf Legal & Adm Off
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
Common Stock05/08/2026A2,500(1)A$09,811.4231(2)D
Common Stock05/09/2026F190D$35.199,621.4231D
Common Stock05/09/2026A22(3)A$35.199,643.4231D
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 Stock2,5002,500D
Employee Stock Option$47.905/13/2022(4)05/13/2032Common Stock3,0003,000D
Employee Stock Option$33.7905/12/2023(4)05/12/2033Common Stock4,0004,000D
Performance Shares$005/17/202905/17/2029Common Stock1,5001,500D
Performance Shares$005/09/203005/09/2030Common Stock2,0002,000D
Performance Shares$005/08/2026A2,500(5)05/08/203105/08/2031Common Stock2,500$02,500D
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 6.1171 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:
/s/ Carlos L. Heard, by Power of Attorney05/12/2026
** 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) executive Bettina T. Guevara report in this Form 4?

Bettina T. Guevara reported new equity compensation and related tax withholding. She received restricted Common Stock, dividend-equivalent shares, and continues to hold performance shares and stock options, updating her total direct ownership and outstanding equity incentives with specific grant sizes and vesting terms.

How many Saul Centers (BFS) Common shares does Bettina Guevara now directly own?

After the reported transactions, Bettina Guevara directly owns 9,621.4231 shares of Saul Centers Common Stock. This figure reflects the new restricted stock grant, dividend-equivalent shares credited to her account, and 190 shares withheld to satisfy tax obligations on the equity compensation.

What restricted stock awards did Bettina Guevara receive from Saul Centers (BFS)?

She received 2,500 restricted shares of Common Stock on May 8, 2026 at a stated price of $0.0000 per share. These shares vest in five equal annual installments on each anniversary of May 8, 2026, assuming she remains continuously employed by Saul Centers during the vesting period.

Why were 190 Saul Centers (BFS) shares disposed of in this Form 4?

The 190 shares were withheld to cover tax liabilities related to Guevara’s equity compensation. The Form 4 classifies this as a tax-withholding disposition at $35.19 per share, rather than an open-market sale, reflecting a mechanistic step associated with stock-based awards.

What performance share awards does Bettina Guevara hold in Saul Centers (BFS)?

She holds performance share awards that can convert into restricted Common shares on each of five anniversaries of May 8, 2026. Vesting on May 8, 2031 depends on achieving performance criteria linked to Funds from Operations targets established annually by the board of directors.

What stock options are reported for Bettina Guevara in Saul Centers (BFS)?

She holds employee stock options on 4,000, 3,000, and 2,500 underlying Common shares with exercise prices of $33.79, $47.90, and $43.89, respectively. These options vest 25% per year over four years from their grant dates and expire between 2031 and 2033.