X0609
4
2026-05-08
0
0000907254
SAUL CENTERS, INC.
BFS
0001027551
SAUL B FRANCIS II
false
7501 WISCONSIN AVENUE
15TH FLOOR
BETHESDA
MD
20814
1
1
1
0
Chairman & CEO
0
Common Stock
35062.399
I
See footnote
Common Stock
403725.625
I
See footnote
Common Stock
533756.255
I
See footnote
Common Stock
2773.782
I
See footnote
Common Stock
146218.251
I
See footnote
Common Stock
399896.143
I
See footnote
Common Stock
357901.258
I
See footnote
Common Stock
8440475.064
I
See footnote
Common Stock
6989
I
401K
Common Stock
153983
I
401K
Common Stock
182716.697
I
See footnote
Common Stock
2026-05-08
4
A
0
20000
0
A
263452.168
D
Common Stock
2026-05-09
4
A
0
268
35.19
A
263720.168
D
Director Stock Option
59.41
2017-05-05
2027-05-05
Common Stock
2500
2500
D
Director Stock Option
49.46
2018-05-11
2028-05-11
Common Stock
2500
2500
D
Director Stock Option
55.71
2019-05-03
2029-05-03
Common Stock
2500
2500
D
Director Stock Option
50
2020-04-24
2030-04-24
Common Stock
2500
2500
D
Director Stock Option
43.89
2021-05-07
2031-05-07
Common Stock
2500
2500
D
Director Stock Option
47.90
2022-05-13
2032-05-13
Common Stock
2500
2500
D
Director Stock Option
33.79
2023-05-12
2033-05-12
Common Shares
2500
2500
D
Units
Common Stock
10975256
10975256
D
Phantom Stock
Common Stock
53665.638
53665.638
D
Performance Shares
0
2029-05-17
2029-05-17
Common Stock
12000
12000
D
Performance Shares
0
2030-05-09
2030-05-09
Common Stock
16000
16000
D
Performance Shares
0
2026-05-08
4
A
0
20000
0
A
2031-05-08
2031-05-08
Common Stock
20000
20000
D
These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness.
These securities are held directly by Westminster Investing L.L.C. ("Westminster"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Westminster and, as such, he may be deemed to beneficially own the securities held by Westminster.
These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.
These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company.
These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust.
These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.
These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
Balance increased by April 30, 2026 Dividend Reinvestment Plan award of 3,180.499 shares.
These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own
the securities held by Patricia E. Saul.
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 3,297.741 shares.
Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock.
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.
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.
Includes 934.144 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
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.
/s/ Carlos L. Heard, by Power of Attorney
2026-05-12