Hachey Donald A 4

What Happened

• Donald A. Hachey, Senior Vice President & Chief Construction Officer of Saul Centers (BFS), received equity awards and had shares withheld to cover a tax/exercise obligation. On May 8, 2026 he was granted 1,500 shares at $0.00 (restricted/award). On May 9, 2026, 101 shares were disposed/withheld at $35.19 to satisfy a payment (total = $3,554) and 15 shares were recorded as acquired at $35.19 (dividend equivalents tied to a restricted award).

Key Details

• Transaction dates and prices:
  • May 8, 2026: Grant/award of 1,500 shares @ $0.00 (acquired; one entry is shown as derivative).
  • May 9, 2026: Payment of exercise price/tax liability — 101 shares disposed @ $35.19 (total $3,554).
  • May 9, 2026: Acquisition of 15 shares @ $35.19 (total ~$528) — recorded as dividend equivalents on a restricted stock award.
• Post-transaction holdings: Not specified in the provided filing excerpts.
• Notable footnotes (summarized):
  • F1: Restricted shares vest in equal installments on the first five anniversaries of May 8, 2026 (subject to continued employment).
  • F3: The 15 shares were dividend equivalents that vested on May 9, 2026.
  • F5: A performance share award vests in five annual installments with cliff vesting on May 8, 2031 and is subject to FFO-based performance criteria.
  • F2: Balance was increased earlier (Apr 30, 2026) by 4.0351 shares via the Dividend Reinvestment Plan.
  • F4: Related options (if any) vest 25% per year over four years.
• Filing date: Form 4 filed May 12, 2026 reporting the May 8–9 transactions (check the full filing for any late-filing notation).

Context

• The 1,500-share entries are awards of restricted stock (one entry is designated derivative and may relate to performance-based/derivative awards subject to additional vesting/performance conditions). These awards are grants (code A) rather than open-market purchases, so they reflect compensation rather than a cash purchase signal.
• The 101-share disposition is coded as an F transaction (payment of exercise price or tax liability) — a routine withholding/surrender to satisfy tax obligations, not an independent market sale for investment reasons.
• For retail investors: awards and withholding for taxes are common for employee compensation. Purchases/exercises that are followed by immediate open-market sales would be more informative about sentiment; this filing shows awards and tax-related withholding rather than a discretionary sale.