CARACI PHILIP D 4

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.