SAUL B FRANCIS II 4
4 · SAUL CENTERS, INC. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Saul Centers (BFS) 10% Owner B. Francis Saul II Receives 572 Shares
What Happened
B. Francis Saul II, a reported 10% owner of Saul Centers, Inc. (BFS), received 572 shares on May 17, 2026. The shares were issued at a reported value of $33.00 each, for a total value of $18,876. The transaction is reported as an award/acquisition (code A) rather than an open-market purchase or sale.
Key Details
- Transaction date: May 17, 2026; Filing date: May 19, 2026 (filed promptly).
- Price/value: $33.00 per share; total value $18,876.
- Transaction type: A = Award/Grant (exempt issuance).
- Shares received: 572.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Relevant footnote (F12): Shares were issued as dividend equivalents on the filer’s restricted stock award that vested on May 17, 2026.
- Beneficial ownership notes: Filing includes multiple entity/spouse footnotes (e.g., F1, F2, F11) indicating Mr. Saul may be deemed to beneficially own additional shares held by affiliated entities and his spouse.
- Timeliness: No late filing indicated.
Context
These shares were issued as dividend equivalents tied to a restricted stock award that vested — an internal, exempt compensation-related issuance, not a market purchase. Such awards are routine compensation/benefit events and do not necessarily reflect a direct trading signal about the insider’s view of the stock. As a 10% owner and with ties to multiple affiliated entities, Mr. Saul’s holdings include positions held directly and indirectly through related entities and plans (see footnotes).
Insider Transaction Report
Form 4
SAUL B FRANCIS II
DirectorChairman & CEO10% Owner
Transactions
- Award
Common Stock
[F12]2026-05-17$33.00/sh+572$18,876→ 264,292.168 total
Holdings
- 35,062.399(indirect: See footnote)
Common Stock
[F1] - 403,725.625(indirect: See footnote)
Common Stock
[F2] - 533,756.255(indirect: See footnote)
Common Stock
[F3] - 2,773.782(indirect: See footnote)
Common Stock
[F4] - 146,218.251(indirect: See footnote)
Common Stock
[F5] - 399,896.143(indirect: See footnote)
Common Stock
[F6] - 357,901.258(indirect: See footnote)
Common Stock
[F7] - 8,440,475.064(indirect: See footnote)
Common Stock
[F8] - 6,989(indirect: By 401(k))
Common Stock
[F9] - 153,983(indirect: By 401(k))
Common Stock
[F10] - 182,716.697(indirect: See footnote)
Common Stock
[F11] - 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) - 10,975,256
Units
[F13]→ Common Stock (10,975,256 underlying) - 53,665.638
Phantom Stock
[F14][F15]→ Common Stock (53,665.638 underlying) - 12,000
Performance Shares
Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (12,000 underlying) - 16,000
Performance Shares
Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (16,000 underlying) - 20,000
Performance Shares
Exercise: $0.00From: 2031-05-08Exp: 2031-05-08→ Common Stock (20,000 underlying)
Footnotes (15)
- [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]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.
- [F12]Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026.
- [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.
- [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.
- [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.
- [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|2026-05-19