SAUL B FRANCIS II - 13 May 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
Issuer symbol
BFS
Transactions as of
13 May 2025
Net transactions value
+$334,885
Form type
4
Filing time
15 May 2025, 17:28:59 UTC
Previous filing
13 May 2025
Next filing
21 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SAUL B FRANCIS II Chairman & CEO, Director, 10%+ Owner 7501 WISCONSIN AVENUE, 15TH FLOOR, BETHESDA /s/ Carlos L. Heard, by Power of Attorney 15 May 2025 0001027551

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFS Common Stock Purchase $241,163 +7,179 +3.5% $33.59 214,576 13 May 2025 Direct
transaction BFS Common Stock Purchase $93,721 +2,821 +1.3% $33.22 217,397 14 May 2025 Direct
holding BFS Common Stock 35,062 13 May 2025 See footnote F1
holding BFS Common Stock 403,726 13 May 2025 See footnote F2
holding BFS Common Stock 533,756 13 May 2025 See footnote F3
holding BFS Common Stock 2,774 13 May 2025 See footnote F4
holding BFS Common Stock 146,218 13 May 2025 See footnote F5
holding BFS Common Stock 399,896 13 May 2025 See footnote F6
holding BFS Common Stock 357,901 13 May 2025 See footnote F7
holding BFS Common Stock 8,440,475 13 May 2025 See footnote F8
holding BFS Common Stock 6,625 13 May 2025 401K F9
holding BFS Common Stock 145,983 13 May 2025 401K F10
holding BFS Common Stock 169,426 13 May 2025 See footnote F11

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
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $57.74 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $59.41 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $49.46 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $55.71 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $50.00 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $43.89 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Stock 2,500 $47.90 Direct
holding BFS Director Stock Option 2,500 13 May 2025 Common Shares 2,500 $33.79 Direct
holding BFS Units 10,236,929 13 May 2025 Common Stock 10,236,929 Direct F12
holding BFS Phantom Stock 49,762 13 May 2025 Common Stock 49,762 Direct F13, F14
holding BFS Performance Shares 16,000 13 May 2025 Common Stock 16,000 $0.000000 Direct
holding BFS Performance Shares 20,000 13 May 2025 Common Stock 20,000 $0.000000 Direct
* 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 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.
F12 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.
F13 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.
F14 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.