Saul B Francis II - Mar 6, 2025 Form 4 Insider Report for SAUL CENTERS, INC. (BFS)

Role
Chairman & CEO, Director, 10%+ Owner
Signature
/s/ Carlos L. Heard, by Power of Attorney
Stock symbol
BFS
Transactions as of
Mar 6, 2025
Transactions value $
$0
Form type
4
Date filed
3/10/2025, 05:49 PM
Previous filing
Feb 7, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Stock Options Exercise $0 +4K +2.27% $0.00 180K Mar 6, 2025 Direct F13
transaction BFS Common Stock Award $0 +2K +1.1% $0.00 184K Mar 6, 2025 Direct F14, F15
holding BFS Common Stock 35.1K Mar 6, 2025 See footnote F1
holding BFS Common Stock 404K Mar 6, 2025 See footnote F2
holding BFS Common Stock 534K Mar 6, 2025 See footnote F3
holding BFS Common Stock 2.77K Mar 6, 2025 See footnote F4
holding BFS Common Stock 146K Mar 6, 2025 See footnote F5
holding BFS Common Stock 400K Mar 6, 2025 See footnote F6
holding BFS Common Stock 358K Mar 6, 2025 See footnote F7
holding BFS Common Stock 8.44M Mar 6, 2025 See footnote F8
holding BFS Common Stock 6.52K Mar 6, 2025 401K F9
holding BFS Common Stock 144K Mar 6, 2025 401K F10
holding BFS Common Stock 166K Mar 6, 2025 See footnote F11, F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BFS Performance Shares Options Exercise $0 -4K -20% $0.00 16K Mar 6, 2025 Common Stock 4K $0.00 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $51.07 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $57.74 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $59.41 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $49.46 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $55.71 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $50.00 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $43.89 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Stock 2.5K $47.90 Direct
holding BFS Director Stock Option 2.5K Mar 6, 2025 Common Shares 2.5K $33.79 Direct
holding BFS Units 10.1M Mar 6, 2025 Common Stock 10.1M Direct F16
holding BFS Phantom Stock 48.8K Mar 6, 2025 Common Stock 48.8K Direct F17, F18, F19
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
F11 Balance increased by January 31, 2025 Dividend Reinvestment Plan award of 2,720.659 shares.
F12 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.
F13 Represents restricted shares of Common Stock. Such shares vest, assuming continued employment, on May 17, 2029.
F14 Represents additional restricted shares of Common Stock earned based on the achievement of performance criteria with respect to a performance period commencing on January 1, 2024 and ending on December 31, 2024. Such shares vest, assuming continued employment, on May 17, 2029.
F15 Balance increased by January 31, 2025 Dividend Reinvestment Plan award of 2,591.738 shares.
F16 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.
F17 Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.
F18 The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting.
F19 Includes 799.084 shares awarded January 31, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.