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Saul Centers (NYSE: BFS) executive reports new stock grants and tax withholding

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

Rhea-AI Filing Summary

SAUL CENTERS, INC. senior vice president Zachary Maxwell Friedlis reported compensation-related equity awards and tax withholding transactions in company stock. On May 8, 2026, he received 1,500 restricted shares of Common Stock at $0.0000 per share, which vest in equal installments on the first five anniversaries of May 8, 2026, assuming continued employment.

He was also granted 1,500 Performance Shares tied to an equal number of underlying Common shares at a $0.0000 exercise price, scheduled to cliff-vest on May 8, 2031 subject to multi-year Funds from Operations performance criteria. On May 9, 2026, he acquired 13 Common shares as dividend equivalents at $35.19 per share, while 97 shares were withheld at the same price to cover tax liabilities.

Following these transactions, he directly holds 6,629.575 Common shares. He also holds earlier Performance Share awards representing 1,200 and 900 underlying Common shares with zero exercise price and expiration dates in 2029 and 2030, respectively.

Positive

  • None.

Negative

  • None.
Insider Friedlis Zachary Maxwell
Role Sr. VP-Director of Leasing
Type Security Shares Price Value
Tax Withholding Common Stock 97 $35.19 $3K
Grant/Award Common Stock 13 $35.19 $457.47
Grant/Award Performance Shares 1,500 $0.00 --
Grant/Award Common Stock 1,500 $0.00 --
holding Performance Shares -- -- --
holding Performance Shares -- -- --
holding Series D Preferred Stock -- -- --
Holdings After Transaction: Common Stock — 6,629.575 shares (Direct, null); Performance Shares — 1,500 shares (Direct, null); Series D Preferred Stock — 3,704.552 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 20.482 shares. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026. 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 1,500 shares at $0.0000 Common Stock award on May 8, 2026
Performance Shares grant 1,500 Performance Shares at $0.0000 Underlying 1,500 Common shares, cliff-vesting May 8, 2031
Dividend-equivalent acquisition 13 Common shares at $35.19 Dividend equivalents on May 9, 2026
Tax withholding shares 97 Common shares at $35.19 Shares withheld for tax liability on May 9, 2026
Common shares held 6,629.575 shares Direct Common Stock holdings after transactions
Outstanding Performance Shares 2030 1,200 underlying shares Performance Shares expiring May 9, 2030
Outstanding Performance Shares 2029 900 underlying shares Performance Shares expiring May 17, 2029
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 20.482 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 Shares financial
"The performance share award provides for the grant of restricted shares of Common Stock"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
Funds from Operations financial
"achievement of performance criteria relating to the Companys target Funds from Operations available"
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.
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*
Friedlis Zachary Maxwell

(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)
Sr. VP-Director of Leasing
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 Stock3,704.552D
Common Stock05/08/2026A1,500(1)A$06,726.575(2)D
Common Stock05/09/2026F97D$35.196,629.575D
Common Stock05/09/2026A13(3)A$35.196,642.575D
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
Performance Shares$005/17/202905/17/2029Common Stock900900D
Performance Shares$005/09/203005/09/2030Common Stock1,2001,200D
Performance Shares$005/08/2026A1,500(4)05/08/203105/08/2031Common Stock1,500$01,500D
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 20.482 shares.
3. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
4. 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 equity awards did Zachary Maxwell Friedlis receive from SAUL CENTERS, INC. (BFS)?

Zachary Maxwell Friedlis received 1,500 restricted shares of Common Stock and 1,500 Performance Shares, each with a $0.0000 exercise price. The restricted shares vest over five years, while Performance Shares may convert to Common Stock in 2031 if performance goals are achieved.

How do the new restricted shares for BFS executive Zachary Maxwell Friedlis vest?

The 1,500 restricted Common shares vest in five equal annual installments on each anniversary of May 8, 2026. Vesting depends on his continued employment, aligning part of his compensation with longer-term service at SAUL CENTERS, INC.

What are the key terms of the Performance Shares granted to the BFS executive?

The 1,500 Performance Shares carry a $0.0000 exercise price and relate to 1,500 underlying Common shares. They are subject to cliff-vesting on May 8, 2031, contingent on achieving Funds from Operations performance targets set annually by the Board.

Why were 97 SAUL CENTERS (BFS) shares disposed of in this Form 4?

The 97 Common shares were withheld at $35.19 per share to satisfy tax liabilities on vested awards. This F-code disposition reflects tax withholding by the issuer, not an open-market sale by Zachary Maxwell Friedlis.

How many SAUL CENTERS (BFS) Common shares does the executive hold after these transactions?

After the reported transactions, Zachary Maxwell Friedlis directly holds 6,629.575 Common shares. This figure reflects new grants, dividend-equivalent shares, and shares withheld for taxes as disclosed in the Form 4 filing.

What additional Performance Share positions does the BFS executive still hold?

He holds Performance Share awards representing 1,200 and 900 underlying Common shares, each with a $0.0000 exercise price. These awards have expiration dates in 2030 and 2029, respectively, and remain outstanding as part of his long-term incentive package.