CLANCY GEORGE PATRICK JR 4

4 · SAUL CENTERS, INC. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Saul Centers (BFS) Director George Clancy Receives Phantom Share Award

What Happened

George P. Clancy Jr., a director of Saul Centers, Inc. (BFS), was granted 613.873 phantom shares on 2026-04-01 at an accounting value of $32.58 per share, equal to $20,000. This was an award of derivative (phantom) shares under the issuer’s deferred compensation arrangements, not an open-market purchase of common stock.

Key Details

Transaction date and type: 2026-04-01 — Award/Grant (derivative phantom shares).
Shares and value: 613.873 phantom shares at $32.58 each; total value reported $20,000.
Nature of security: Phantom (derivative) shares that may convert into common stock per the Deferred Compensation Plan and the reporting person’s Deferred Fee Agreement.
Related notes from the filing:
- F1: New phantom shares issued under the Issuer’s Deferred Compensation Plan (amended May 17, 2024) and its 2024 Stock Incentive Plan.
- F2: Conversion rules differ depending on whether phantom shares were issued before or after May 17, 2024; conversion governed by the Deferred Compensation Plan and Deferred Fee Agreement.
- F3: Filing states it includes 70.800 phantom shares awarded Jan 30, 2026 as dividend reinvestments.
Shares owned after transaction: not specified in the Form 4 filing.
Filing timeliness: Report filed 2026-04-02 for a 2026-04-01 transaction (within typical Form 4 timing requirements).

Context

These are derivative/phantom-share awards under a director deferred compensation plan. Phantom shares represent a right to receive value (or shares) in the future according to plan terms; they are not immediately tradable common stock. Such grants to directors are common as compensation and do not by themselves indicate a personal buy/sell decision.

Form 4

Period: 2026-04-01

Director

Transactions

Award
Phantom Stock
[F1][F2][F3]
2026-04-01$32.58/sh+613.873$20,000→ 4,374.529 total
→ Common Stock (613.873 underlying)

Holdings

Common Stock
20,605
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: 2023-05-09Exp: 2033-05-12→ Common Stock (2,500 underlying)
2,500

Footnotes (3)

[F1]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.
[F2]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.
[F3]Includes 70.800 shares awarded January 30, 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|2026-04-02

1 file