CARACI PHILIP D 4
4 · SAUL CENTERS, INC. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Saul Centers (BFS) Director Philip Caraci Receives 2,000-Share Award
What Happened
Philip D. Caraci, a director of Saul Centers, Inc. (BFS), was granted 2,000 restricted shares on May 8, 2026. The grant is reported at $0 per share (total $0) and is recorded as an award/acquisition rather than a purchase or sale.
Key Details
- Transaction date: 2026-05-08; Filing date (Form 4): 2026-05-11 — filing appears timely.
- Transaction type/code: A (grant/award).
- Shares granted: 2,000 restricted shares; reported acquisition price: $0.00.
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes:
- F1: Reporting person is a Trustee of a self-trust.
- F2: These are restricted common shares that vest in equal annual installments on the first three anniversaries of May 8, 2026, contingent on continued service.
- F3–F5: The issuer maintains a Deferred Compensation Plan for directors (including phantom shares and conversion rules); earlier phantom-share dividend reinvestments of 2,860.835 shares are noted for the reporting person.
- No indication this award involved an immediate sale, tax-withholding share-forfeiture, or a 10b5-1 plan.
Context
Restricted-share awards are a common form of director compensation and generally vest over time, so they do not represent immediate insider selling or a cash investment. The $0 grant value reflects an award rather than a market purchase; future vesting or conversion (for any phantom-share arrangements) may affect when shares become transferable or taxable.
Insider Transaction Report
- Award
Common Stock
[F2]2026-05-08+2,000→ 55,416 total
- 20,564(indirect: By Trust)
Common Stock
- 2,602(indirect: By Spouse)
Common Stock
- 53,187(indirect: By Trust)
Common Stock
[F1] - 2,500
Stock Option
Exercise: $59.41From: 2017-05-05Exp: 2027-05-05→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $49.46From: 2018-05-11Exp: 2028-05-11→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (2,500 underlying) - 2,500
Stock Option
Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (2,500 underlying) - 39,328.65
Phantom Stock
[F3][F4][F5]→ Common Stock (39,328.65 underlying)
Footnotes (5)
- [F1]Self-Trust. Reporting person is a Trustee
- [F2]Represents restricted shares of Common Stock. Such shares vest on the first three anniversaries of May 8, 2026 in equal annual installments, assuming continued service.
- [F3]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.
- [F4]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.
- [F5]Includes 2,860.835 shares awarded July 31, 2025, October 31, 2025, January 30, 2026 and April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.