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SAUL CENTERS, INC.·4

Mar 12, 5:23 PM ET

Laycock Willoughby B. 4

4 · SAUL CENTERS, INC. · Filed Mar 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Saul Centers (BFS) SVP Willoughby Laycock Converts Phantom Stock, Receives Award

What Happened
Willoughby B. Laycock, SVP — Research Design/Market Research and a director at Saul Centers (BFS), reported derivative conversions and an equity award on 2026-03-11. The filing shows: conversion/exercise of derivatives (M) resulting in 200 shares acquired at $0.00, a grant/award of 100 restricted shares (A) at $0.00, and two derivative-disposition entries of 100 shares each at $0.00. All reported transactions list a price of $0.00, indicating these were conversions/awards rather than open-market purchases or cash sales.

Key Details

  • Transaction date: 2026-03-11; Form 4 filed 2026-03-12 (timely; within typical 2-business-day window).
  • Reported amounts and prices: +200 shares (conversion/exercise, $0.00), +100 shares (award/grant, $0.00), and two dispositions of 100 shares each (conversion/disposition, $0.00).
  • Shares owned after transaction: not specified in the provided filing extract.
  • Relevant footnotes:
    • F1/F2 — the 100 restricted shares are subject to vesting (50% vest May 17, 2029; remaining 50% vest May 9, 2030); some awards are performance-based (F2).
    • F4–F6 — phantom shares are issued under the company’s Deferred Compensation Plan; phantom shares are the economic equivalent of common shares, convertible per plan terms and may be paid in cash or stock upon termination; filing notes prior dividend reinvestments into phantom shares.
    • F3 notes options vest 25% per year over four years (appears in the filing footnotes).

Context

  • These entries reflect internal plan conversions and share awards (non–open-market activity). $0.00 prices usually indicate issuance upon vesting/conversion or conversion of phantom stock rather than a cash purchase/sale.
  • Such awards/conversions are routine compensation or deferred-compensation plan transactions and do not necessarily signal immediate bullish or bearish intent.

Insider Transaction Report

Form 4
Period: 2026-03-11
SAUL CENTERS, INC.BFS
Laycock Willoughby B.
DirectorSVP-Res. Design/Mrkt Research
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-11+200→ 4,270.068 total
  • Award

    Common Stock

    [F2]
    2026-03-11+100→ 4,370.068 total
  • Exercise/Conversion

    Performance Shares

    2026-03-11−100→ 300 total
    Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (100 underlying)
  • Exercise/Conversion

    Performance Shares

    2026-03-11−100→ 400 total
    Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (100 underlying)
Holdings

  • Common Stock

    (indirect: By Spouse)
    249.952

  • Employee Stock Option

    [F3]
    Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (5,000 underlying)
    5,000

  • Director Stock Option

    Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F3]
    Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F3]
    Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F3]
    Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Shares (2,500 underlying)
    2,500

  • Employee Stock Option

    [F3]
    Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (2,500 underlying)
    2,500

  • Phantom Stock

    [F4][F5][F6]
    → Common Stock (4,169.46 underlying)
    4,169.46
Footnotes (6)
  • [F1]Represents restricted shares of Common Stock. Fifty percent (50%) of the shares vest on May 17, 2029, and the remaining fifty percent (50%) vest on May 9, 2030, subject to the reporting persons continued employment through the applicable vesting dates.
  • [F2]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, 2025 and ending on December 31, 2025. Fifty percent (50%) of the shares vest on May 17, 2029, and the remaining fifty percent (50%) vest on May 9, 2030, subject to the reporting persons continued employment through the applicable vesting dates.
  • [F3]The options vest 25% per year over four years from the date of grant.
  • [F4]Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.
  • [F5]The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.
  • [F6]Includes 234.804 shares awarded July 31, 2025, October 31, 2025 and January 31, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
Signature
/s/ Carlos L. Heard, by Power of Attorney|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773350620.xmlPrimary

    FORM 4