[Form 4] SAUL CENTERS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Clancy George Patrick Jr., a director of Saul Centers, Inc. (BFS), reported a sale of 16,915 shares of the issuer's common stock on 10/01/2025. The filing also records multiple outstanding director stock options (each for 2,500 shares across grant years 2016–2023) and a grant of 627.55 phantom shares on 10/01/2025 under the company’s Deferred Compensation Plan tied to the 2024 Stock Incentive Plan. The phantom-share entry shows a conversion reference price of $31.87 and reports 6,610.054 shares as the number of shares beneficially owned following reported derivative transactions, which includes 110.643 shares credited as dividend reinvestments on 7/31/2025. The form is a Section 16 disclosure of changes in beneficial ownership and director compensation; it documents a director sale plus continued equity-linked compensation and deferred/phantom holdings.

Positive

• Director compensation provided in equity-linked form via phantom shares under the company’s Deferred Compensation Plan, aligning director incentives with shareholder value
• Dividend reinvestment into phantom shares (110.643 shares on 7/31/2025) increased the director’s deferred equity holdings

Negative

• Director sale of 16,915 common shares on 10/01/2025 reduced direct insider ownership
• Significant outstanding option tranches (multiple 2,500-share grants) could lead to future dilution if exercised

Insights

Securities Analyst

TL;DR: Director sale of 16,915 shares with ongoing option and phantom-share holdings; appears to be routine director compensation and disposition.

The Form 4 discloses a direct disposition of 16,915 common shares by Director Clancy on 10/01/2025, alongside multiple outstanding director options (2,500-share tranches from 2016–2023) and a 10/01/2025 grant of 627.55 phantom shares under the Deferred Compensation Plan. The report explicitly notes a conversion reference price of $31.87 and shows 6,610.054 shares reported after derivatives activity, including dividend reinvestment of 110.643 phantom-share-based shares credited 7/31/2025. For investors, this filing documents insider liquidity and continued equity-linked compensation rather than an operational or financial event affecting company fundamentals.

Corporate Governance Expert

TL;DR: Routine Section 16 disclosure showing director compensation in phantom shares and a personal stock disposition; governance norms appear followed.

The filing details standard governance activity: annual director stock options remain outstanding and the issuer granted phantom shares under its amended Deferred Compensation Plan. The inclusion of dividend reinvestment into phantom holdings is explicitly reported. The sale of 16,915 shares is documented with a Power of Attorney signature, indicating procedural compliance. There is no explicit statement of insider trading policy violation or extraordinary transaction; the filing is consistent with normal director compensation and disclosure practices.

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

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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).

1. Name and Address of Reporting Person^*

CLANCY GEORGE PATRICK JR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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								16,915	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
Director Stock Option	$57.74							05/06/2016	05/06/2026	Common Stock	2,500		2,500	D
Director Stock Option	$59.41							05/05/2017	05/05/2027	Common Stock	2,500		2,500	D
Director Stock Option	$49.46							05/11/2018	05/11/2028	Common Stock	2,500		2,500	D
Director Stock Option	$55.71							05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Director Stock Option	$50							04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Director Stock Option	$43.89							05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Director Stock Option	$47.9							05/13/2022	05/13/2032	Common Stock	2,500		2,500	D
Director Stock Option	$33.79							05/09/2023	05/12/2033	Common Stock	2,500		2,500	D
Phantom Stock	(1)	10/01/2025		A		627.55		(2)	(2)	Common Stock	627.55	$31.87	6,610.054(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 110.643 shares awarded July 31, 2025 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 Attorney	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Clancy George Patrick Jr. report on Form 4 for Saul Centers (BFS)?

The form reports a disposition of 16,915 common shares on 10/01/2025 by Director Clancy George Patrick Jr.

Did the Form 4 show any new director compensation for BFS?

Yes. The filing shows a grant of 627.55 phantom shares on 10/01/2025 under the issuer’s Deferred Compensation Plan tied to the 2024 Stock Incentive Plan.

How many shares are reported as beneficially owned after the derivative transactions?

The filing reports 6,610.054 shares as the number of shares beneficially owned following the reported derivative transactions.

Are there outstanding director stock options disclosed in the filing?

Yes. The filing lists multiple director stock options of 2,500 shares each with grant years 2016 through 2023 and various exercise prices and expiration dates.

Was any dividend reinvestment into phantom shares disclosed?

Yes. The report explicitly includes 110.643 shares awarded on 7/31/2025 as dividend reinvestments on phantom stock held under the Deferred Compensation Plan.