0001771496-26-000001.txt : 20260512 0001771496-26-000001.hdr.sgml : 20260512 20260512205736 ACCESSION NUMBER: 0001771496-26-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260508 FILED AS OF DATE: 20260512 DATE AS OF CHANGE: 20260512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laycock Willoughby B. CENTRAL INDEX KEY: 0001771496 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 26970555 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVE. STREET 2: SUITE 1400 CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS, INC. CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-986-7737 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SAUL CENTERS INC DATE OF NAME CHANGE: 19930617 4 1 wk-form4_1778633853.xml FORM 4 X0609 4 2026-05-08 0 0000907254 SAUL CENTERS, INC. BFS 0001771496 Laycock Willoughby B. false 7501 WISCONSIN AVE. SUITE 1400 BETHESDA MD 20814 1 1 0 0 SVP-Res. Design/Mrkt Research 0 Common Stock 249.952 I Spouse-401K Common Stock 2026-05-08 4 A 0 500 0 A 4870.068 D Common Stock 2026-05-09 4 F 0 36 35.19 D 4834.068 D Common Stock 2026-05-09 4 A 0 5 35.19 A 4839.068 D Employee Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 5000 5000 D Director Stock Option 55.71 2019-05-03 2029-05-03 Common Stock 2500 2500 D Employee Stock Option 50 2020-04-24 2030-04-24 Common Stock 10000 10000 D Director Stock Option 50 2020-04-24 2030-04-24 Common Stock 2500 2500 D Employee Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 10000 10000 D Director Stock Option 43.89 2021-05-07 2031-05-07 Common Stock 2500 2500 D Employee Stock Option 47.90 2022-05-13 2032-05-13 Common Stock 10000 10000 D Director Stock Option 47.90 2022-05-13 2032-05-13 Common Shares 2500 2500 D Employee Stock Option 33.79 2023-05-12 2033-05-12 Common Stock 10000 10000 D Phantom Stock Common Stock 4243.322 4243.322 D Director Stock Option 33.79 2023-05-12 2033-05-12 Common Stock 2500 2500 D Performance Shares 0 2029-05-17 2029-05-17 Common Stock 300 300 D Performance Shares 0 2030-05-09 2030-05-09 Common Stock 400 400 D Performance Shares 0 2026-05-08 4 A 0 500 0 A 2031-05-08 2031-05-08 Common Stock 500 500 D 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. 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. 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 73.862 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