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BCS

Changes in Beneficial Ownership · 4

Saul Centers, Inc.

BFSNYSEEQUITYCurrent

Changes in Beneficial Ownership

Filed May 19, 2026Accepted May 19, 2026, 4:36 PM EDTFiling CIK 907254Accession 0001027551-26-000002
Share

Structured filing — 4

wk-form4_1779222994.xml

Open full document ↗

Filing details

Report period
2026-05-17
Issuer
SAUL CENTERS, INC.
Issuer CIK
0000907254
Trading symbol
BFS

Reporting owner 1

Name
SAUL B FRANCIS II
Reporting owner CIK
0001027551
Relationship
Director · Officer · 10% owner
Officer title
Chairman & CEO
Address
7501 WISCONSIN AVENUE, 15TH FLOOR, BETHESDA, MD, 20814

Non-derivative transactions

Non-derivative transactions · 1 reported row
SecurityTransaction dateCodeAmountA / DPrice (USD)Owned afterOwnership
Common Stock2026-05-17A · Form 4572[F12]A33264,292.168D
Table key
A · Form 4
Acquisition by grant, award or otherwise under Rule 16b-3(d)
A
Acquired
D
Direct

Non-derivative holdings

Non-derivative holdings · 11 reported rows
SecurityAmount ownedOwnershipNature of ownership
Common Stock35,062.399ISee footnote[F1]
Common Stock403,725.625ISee footnote[F2]
Common Stock533,756.255ISee footnote[F3]
Common Stock2,773.782ISee footnote[F4]
Common Stock146,218.251ISee footnote[F5]
Common Stock399,896.143ISee footnote[F6]
Common Stock357,901.258ISee footnote[F7]
Common Stock8,440,475.064ISee footnote[F8]
Common Stock6,989I401K[F9]
Common Stock153,983I401K[F10]
Common Stock182,716.697ISee footnote[F11]
Table key
I
Indirect

Derivative holdings

Derivative holdings · 12 reported rows
SecurityConversion / exercise price (USD)ExercisableExpiresUnderlying securityUnderlying sharesAmount ownedOwnership
Director Stock Option59.412017-05-052027-05-05Common Stock2,5002,500D
Director Stock Option49.462018-05-112028-05-11Common Stock2,5002,500D
Director Stock Option55.712019-05-032029-05-03Common Stock2,5002,500D
Director Stock Option502020-04-242030-04-24Common Stock2,5002,500D
Director Stock Option43.892021-05-072031-05-07Common Stock2,5002,500D
Director Stock Option47.902022-05-132032-05-13Common Stock2,5002,500D
Director Stock Option33.792023-05-122033-05-12Common Shares2,5002,500D
Units[F13][F13][F13]Common Stock10,975,25610,975,256D
Phantom Stock[F14][F15][F15]Common Stock53,665.63853,665.638D
Performance Shares02029-05-172029-05-17Common Stock12,00012,000D
Performance Shares02030-05-092030-05-09Common Stock16,00016,000D
Performance Shares02031-05-082031-05-08Common Stock20,00020,000D
Table key
D
Direct

Footnotes

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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
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.↩ 1
F10
These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.↩ 1
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.↩ 1
F12
Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026.↩ 1
F13
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.↩ 1↩ 2↩ 3
F14
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.↩ 1
F15
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.↩ 1↩ 2

Signature 1

Signed
/s/ Carlos L. Heard, by Power of Attorney
Date
2026-05-19

Company context

Current securities

Recent company filings

  1. 10-Q filingAug 6, 2026
  2. Results of Operations and Financial ConditionAug 6, 2026
  3. 4 filingMay 19, 2026
  4. 4 filingMay 19, 2026
  5. 4 filingMay 19, 2026

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