Laycock Willoughby B. 4
4 · SAUL CENTERS, INC. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
Saul Centers (BFS) Director Laycock Receives Awards; Surrenders 36 Shares
What Happened
Willoughby B. Laycock, SVP—Research Design/Market Research and a director of Saul Centers (BFS), received equity awards and had shares withheld to cover taxes. The filing shows: a grant of 500 restricted shares on May 8, 2026 (value reported $0 as these are restricted awards), 5 shares issued/vested on May 9, 2026 at $35.19 each (about $176 total), and 36 shares surrendered on May 9, 2026 at $35.19 each to cover tax withholding (cash value ≈ $1,267). One of the 500-share entries is reported as a derivative award under the issuer’s deferred compensation plan.
Key Details
- Transaction dates and prices: May 8, 2026 (500 restricted shares, $0 reported); May 9, 2026 (5 shares acquired at $35.19; 36 shares surrendered at $35.19 for tax withholding).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnote highlights:
- Restricted shares vest in equal annual installments over five years beginning May 8, 2026.
- 5 shares were acquired as dividend equivalents that vested May 9, 2026.
- Performance-share awards cliff-vest May 8, 2031 and are contingent on FFO performance versus board-approved targets.
- Phantom-share conversion and related terms are governed by the Issuer’s Deferred Compensation Plan and related Deferred Fee Agreement.
- The filing includes prior phantom-stock dividend reinvestment (73.862 shares) noted in footnotes.
- Transaction codes: A = Award/Grant, F = Tax withholding (surrendered shares to cover taxes).
- Filing timeliness: Reported on May 12, 2026 for transactions dated May 8–9, 2026; filing appears timely under Form 4 two-business-day rule.
Context
These were compensation-related equity awards and routine tax-withholding share surrenders—not open-market purchases or sales that signal a change in personal investment stance. Restricted and performance awards are designed as long-term retention and performance incentives; phantom-share mechanics mean some awards will convert to common stock under deferred-compensation terms and subject to vesting/performance conditions.
Insider Transaction Report
- Award
Common Stock
[F1]2026-05-08+500→ 4,870.068 total - Tax Payment
Common Stock
2026-05-09$35.19/sh−36$1,267→ 4,834.068 total - Award
Common Stock
[F2]2026-05-09$35.19/sh+5$176→ 4,839.068 total - Award
Performance Shares
[F7]2026-05-08+500→ 500 totalExercise: $0.00From: 2031-05-08Exp: 2031-05-08→ Common Stock (500 underlying)
- 249.952(indirect: By Spouse)
Common Stock
- 5,000
Employee Stock Option
[F3]Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (5,000 underlying) - 2,500
Director Stock Option
Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying) - 10,000
Employee Stock Option
[F3]Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (10,000 underlying) - 2,500
Director Stock Option
Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying) - 10,000
Employee Stock Option
[F3]Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (10,000 underlying) - 2,500
Director Stock Option
Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying) - 10,000
Employee Stock Option
[F3]Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (10,000 underlying) - 2,500
Director Stock Option
Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Shares (2,500 underlying) - 10,000
Employee Stock Option
[F3]Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (10,000 underlying) - 4,243.322
Phantom Stock
[F4][F5][F6]→ Common Stock (4,243.322 underlying) - 2,500
Director Stock Option
Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (2,500 underlying) - 300
Performance Shares
Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (300 underlying) - 400
Performance Shares
Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (400 underlying)
Footnotes (7)
- [F1]Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments, assuming continued employment.
- [F2]Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
- [F3]The options vest 25% per year over four years from the date of grant.
- [F4]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.
- [F5]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.
- [F6]Includes 73.862 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
- [F7]The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.