SAUL B FRANCIS II 4

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

Research Summary

AI-generated summary of this filing

Updated Mar 12, 2026

Saul Centers (BFS) 10% Owner B. Francis Saul II Exercises and Receives Shares

What Happened

B. Francis Saul II (reported as a 10% owner) reported multiple transactions on March 11, 2026. He acquired 8,000 shares via exercise/conversion of derivative instruments and received 4,000 shares as an award (total acquired = 12,000 shares). The filing also shows two derivative “disposition” entries of 4,000 shares each (total disposed = 8,000). All transactions are reported at $0.00 per share, indicating conversions/awards rather than open-market purchases or cash sales.

Key Details

Transaction date: March 11, 2026; Form filed March 12, 2026.
Reported amounts/prices: 8,000 shares acquired via exercise/conversion (M) @ $0.00; 4,000 shares awarded (A) @ $0.00; two M dispositions of 4,000 shares each @ $0.00.
Net change reported in these entries: +4,000 shares (12,000 acquired − 8,000 disposed).
Shares owned after transaction: Not specified in the excerpt provided.
Notable footnotes: filings show holdings through affiliated entities and plans (e.g., Van Ness Square Corp. — F1; 401(k) plans — F9/F10), restricted shares with vesting schedules (F13, F15), and convertible units/phantom stock (F16–F19). These notes indicate the transactions include conversions of units/phantom stock and restricted/awarded shares.
Filing timeliness: No late‑filing flag shown in the provided summary.

Context

These entries are derivative conversions/awards (codes M and A). Reported $0 prices typically mean shares were issued on conversion or granted (not purchased or sold for cash). The “Disposition” labels for the derivative entries do not necessarily indicate open‑market sales; they often reflect settlement or conversion of derivative instruments.
As a reported 10% owner with many holdings routed through affiliated entities and family accounts, these transactions reflect internal conversions/awards and affiliated holdings rather than routine officer open‑market trading.

Insider Transaction Report

Form 4

Period: 2026-03-11

SAUL CENTERS, INC.BFS

SAUL B FRANCIS II

DirectorChairman & CEO10% Owner

Transactions

Exercise/Conversion
Common Stock
[F13][F14]
2026-03-11+8,000→ 236,154.222 total
Award
Common Stock
[F15]
2026-03-11+4,000→ 240,154.427 total
Exercise/Conversion
Performance Shares
2026-03-11−4,000→ 12,000 total
Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (4,000 underlying)
Exercise/Conversion
Performance Shares
2026-03-11−4,000→ 16,000 total
Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (4,000 underlying)

Holdings

Common Stock
[F1]
(indirect: See footnote)
35,062.399
Common Stock
[F2]
(indirect: See footnote)
403,725.625
Common Stock
[F3]
(indirect: See footnote)
533,756.255
Common Stock
[F4]
(indirect: See footnote)
2,773.782
Common Stock
[F5]
(indirect: See footnote)
146,218.251
Common Stock
[F6]
(indirect: See footnote)
399,896.143
Common Stock
[F7]
(indirect: See footnote)
357,901.258
Common Stock
[F8]
(indirect: See footnote)
8,440,475.064
Common Stock
[F9]
(indirect: By 401(k))
6,989
Common Stock
[F10]
(indirect: By 401(k))
153,983
Common Stock
[F11][F12]
(indirect: See footnote)
179,536.198
Director Stock Option
Exercise: $57.74From: 2016-05-06Exp: 2026-05-06→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $59.41From: 2017-05-05Exp: 2027-05-05→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $49.46From: 2018-05-11Exp: 2028-05-11→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (2,500 underlying)
2,500
Director Stock Option
Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Shares (2,500 underlying)
2,500
Units
[F16]
→ Common Stock (10,802,167 underlying)
10,802,167
Phantom Stock
[F17][F18][F19]
→ Common Stock (52,731.494 underlying)
52,731.494

Footnotes (19)

[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.
[F10]These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.
[F11]Balance increased by July 31, 2025 Dividend Reinvestment Plan award, October 31, 2025 award and January 31, 2026 award totaling 10,110.625 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. 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.
[F14]Balance increased by July 31, 2025 Dividend Reinvestment Plan award, October 31, 2025 award and January 31, 2026 award totaling 10,483.331 shares
[F15]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.
[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 2,969.588 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.
[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.

Signature

/s/ Carlos L. Heard, by Power of Attorney|2026-03-12

Documents

1 file

4
wk-form4_1773350682.xmlPrimary
FORM 4