Saul Centers, Inc. filings document regulatory disclosures for a self-managed equity REIT that owns, operates, and develops shopping center and mixed-use real estate. Recent 8-K reports furnish quarterly operating results and identify the company’s NYSE-listed common stock and depositary shares representing Series D and Series E cumulative redeemable preferred stock.
The filing record also includes proxy governance and executive compensation disclosures, board-change reports, and material definitive agreements involving Saul Holdings Limited Partnership, the company’s operating partnership. These documents describe the REIT’s public-company governance, capital structure, financing arrangements, and operating-result disclosures.
Saul Centers, Inc. files its annual report describing a focused retail and mixed-use real estate platform concentrated in the Washington, DC/Baltimore area. As of December 31, 2025, the portfolio included 50 shopping centers, nine mixed-use properties and three development sites.
The company highlights major projects: Twinbrook Quarter Phase I in Rockville with 452 apartments and about 106,000 square feet of retail, backed by a $145.0 million construction-to-permanent loan and a remaining investment to complete not expected to exceed $9.9 million. As of February 23, 2026, 440 of 452 residential units were leased and occupied and 101,400 square feet of retail was leased. Hampden House in Bethesda, financed with a $133.0 million loan and remaining investment to complete not expected to exceed $6.8 million, had 130 of 366 apartments leased and occupied by that date. The company is also expanding Ashland Square in Virginia around a 50,325 square foot Publix. Saul Centers reports total debt of about $1.63 billion as of December 31, 2025, maintains a policy of keeping debt below 50% of asset value, and had 24,495,775 common shares outstanding as of February 23, 2026.
Saul Centers, Inc. reported higher revenue but lower earnings for the quarter and year ended December 31, 2025. Fourth-quarter total revenue rose to $75.1 million from $67.9 million a year earlier, while net income fell to $8.2 million from $10.4 million, as new developments moved from construction into operation.
Hampden House opened on October 1, 2025 with 366 apartments and 10,100 square feet of retail; by February 23, 2026, 130 units were leased and occupied. Initial operations at Hampden House reduced fourth-quarter net income by $5.1 million, including $2.8 million from lower capitalized interest. Twinbrook Quarter Phase I increased net income by $2.0 million, and, excluding these two projects, net income grew modestly.
For full-year 2025, revenue increased to $289.8 million from $268.8 million, but net income declined to $49.2 million from $67.7 million, mainly due to the initial operations of Twinbrook Quarter Phase I and Hampden House. Funds from operations available to common stockholders and noncontrolling interests fell to $96.7 million, or $2.76 per share, from $106.8 million, or $3.10 per share, even though core rent trends and residential leasing were generally stronger once these new projects are excluded.
Saul Centers, Inc. had an executive vice president, chief accounting officer and treasurer file an amended Form 4 for a prior transaction dated May 17, 2025. The filing corrects the reported post-transaction beneficial ownership in the company stock fund within the executive’s 401(k) plan to 4,775.57 shares of common stock, following the exempt acquisition of 27 common shares as dividend equivalents when a restricted stock award vested on that date.
The filing also lists the executive’s holdings of Series D and Series E preferred stock, multiple employee stock option grants expiring between 2026 and 2033, and performance share awards scheduled to settle in 2029 and 2030.
Saul Centers, Inc. director reported an insider transaction involving phantom stock units converting into common shares. On 01/05/2026, 3,690 shares of common stock were acquired at $31.5 per share through the exercise of phantom stock under the company’s deferred compensation arrangements.
Following this transaction, the director beneficially owns 20,605 shares of Saul Centers common stock directly. The filing also lists multiple director stock options, each covering 2,500 shares of common stock with exercise prices between $33.79 and $59.41 and expirations from 2026 through 2033. In addition, 3,689.856 phantom stock derivative units remain beneficially owned, linked to the company’s Deferred Compensation Plan and the director’s Deferred Fee Agreement.
Saul Centers, Inc. director reported updated equity holdings, including both common stock and deferred compensation awards. The filing shows beneficial ownership of 16,915 shares of common stock held directly.
In the deferred compensation program, the director holds a series of director stock options covering multiple grants of 2,500 shares of common stock each, with exercise prices ranging from $33.79 to $59.41 and expiration dates between May 6, 2026 and May 12, 2033.
The report also discloses an acquisition on January 2, 2026 of 634.316 phantom stock shares at a reference price of $31.53 under the company’s Deferred Compensation Plan for Directors, bringing total phantom stock holdings to 7,379.856 shares, which include 135.486 shares previously awarded as dividend reinvestments.
Saul Centers, Inc. (BFS) reported a board-level change. On November 25, 2025, director John E. Chapoton resigned from the company’s Board of Directors, effective the same day. The company states that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating that this is presented as an orderly governance transition rather than a dispute-driven departure. Saul Centers’ common stock and its Series D and Series E preferred stock depositary shares continue to trade on the New York Stock Exchange.
Saul Centers, Inc. (BFS) reported an insider transaction by Senior Vice President & CFO Carlos L. Heard. On 11/20/2025, he purchased 300 shares of the company’s Series D Preferred Stock at $20.55 per share, bringing his beneficial ownership in that series to 4,000 shares held directly.
The filing also lists existing equity incentives. Heard holds employee stock options to buy 10,000 shares of common stock granted 05/07/2021 at an exercise price of $43.89, 15,000 shares granted 05/13/2022 at $47.90, and 15,000 shares granted 05/12/2023 at $33.79. These options vest 25% per year over four years from each grant date and expire ten years after grant.
In addition, he holds performance share awards covering 1,600 common shares with a 05/17/2029 date and 2,000 common shares with a 05/09/2030 date, all reported as directly owned. The filing is made by one reporting person and confirms his role as Senior Vice President & CFO.
Saul Centers, Inc. (BFS) reported insider activity by Senior Vice President & CFO Carlos L. Heard. On 11/14/2025, 11/17/2025, and 11/18/2025, he purchased a total of 1,650 shares of Series D Preferred Stock in three open-market transactions at prices of $20.50, $20.54, and $20.35 per share. After these purchases, he beneficially owned 3,700 shares of Series D Preferred Stock.
The filing also shows beneficial ownership of 4,725.176 shares of Common Stock. In addition, he holds employee stock options for 10,000 shares of Common Stock at an exercise price of $43.89 expiring 05/07/2031, 15,000 shares at $47.90 expiring 05/13/2032, and 15,000 shares at $33.79 expiring 05/12/2033. These options vest 25% per year over four years from the grant date. He also holds performance shares covering 1,600 shares of Common Stock vesting on 05/17/2029 and 2,000 shares vesting on 05/09/2030.
Saul Centers, Inc. (BFS) disclosed insider purchases by Senior Vice President & CFO Carlos L. Heard. He bought 450 Series D Preferred shares on 11/11/2025 at $20.85, 450 on 11/12/2025 at $20.70, and 450 on 11/13/2025 at $20.60, totaling 1,350 shares. Following these trades, his direct holdings of Series D Preferred were 2,050 shares. He also held 4,725.176 shares of Common Stock, which the filing notes increased by a 5.924 share Dividend Reinvestment Plan award on October 31, 2025.
Derivative holdings include employee stock options for 10,000 shares at $43.89 expiring 05/07/2031, 15,000 at $47.90 expiring 05/13/2032, and 15,000 at $33.79 expiring 05/12/2033; options vest 25% per year over four years from grant. Performance shares listed: 1,600 and 2,000 underlying Common Stock with dates 05/17/2029 and 05/09/2030, respectively.
Saul Centers, Inc. (BFS) reported an insider open-market purchase by a company officer. On 11/12/2025, the officer bought 2,000 shares of common stock at $29.9933 per share, a transaction coded “P.” Following this trade, the officer directly owned 49,259.62 common shares.
Separately, the filing lists 2,180 common shares held indirectly via an IRA (per footnote 1) and 2,824 common shares held indirectly by the officer’s spouse (per footnote 2). The footnotes also note dividend reinvestment plan awards that increased these balances (footnote 3 references added fractional shares). The officer also beneficially owns multiple employee stock options, each for 20,000 underlying shares with grant years 2016–2023 and stated expiration dates through 2033, plus performance shares of 1,200 and 1,500 with 2029 and 2030 dates.