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SAUL CENTERS, INC.·4

May 19, 4:36 PM ET

Laycock Willoughby B. 4

4 · SAUL CENTERS, INC. · Filed May 19, 2026

Research Summary

AI-generated summary of this filing

Updated

Saul Centers (BFS) Director Willoughby Laycock Receives Award; 35 Withheld

What Happened

  • Laycock Willoughby B., SVP-Res. Design/Mrkt Research and a Director of Saul Centers (BFS), received 10 shares as a vested award/dividend equivalent and had 35 shares withheld to satisfy a tax obligation. The transactions were reported at $33.00 per share: 10 shares acquired (value $330) and 35 shares disposed/withheld (value $1,155).
  • The acquisition was an award/vesting event (not an open-market purchase). The 35-share disposition was a tax withholding/payment (routine), not necessarily a sale reflecting market sentiment.

Key Details

  • Transaction date: May 17, 2026. Report filed May 19, 2026 (timely; Form 4 due within two business days).
  • Prices reported: $33.00 per share for both the 10 shares acquired and 35 shares withheld.
  • Shares owned after the reported transactions: not disclosed in the provided filing excerpt.
  • Footnotes of note:
    • F1: The 10 shares were dividend equivalents on a restricted stock award that vested May 17, 2026.
    • F2–F4: Additional notes describe option vesting (25% per year over four years) and rules for phantom shares under the Issuer’s Deferred Compensation Plan and 2024 Stock Incentive Plan (governing conversion to common stock).
  • Transaction codes: A = award/acquisition; F = payment of tax liability (withholding of shares).

Context

  • This was primarily a vesting and tax-withholding event: receipt of vested shares and withholding of a portion to cover taxes. That is routine for equity compensation and not the same as an open-market purchase or directional sale by the insider.
  • The filing also references option and phantom-share plan terms; those indicate future grants/conversions are governed by the company’s deferred compensation and stock incentive plans.

Insider Transaction Report

Form 4
Period: 2026-05-17
SAUL CENTERS, INC.BFS
Laycock Willoughby B.
DirectorSVP-Res. Design/Mrkt Research
Transactions
  • Tax Payment

    Common Stock

    2026-05-17$33.00/sh−35$1,155→ 4,804.068 total
  • Award

    Common Stock

    [F1]
    2026-05-17$33.00/sh+10$330→ 4,814.068 total
Holdings

  • Common Stock

    (indirect: By Spouse)
    249.952

  • Employee Stock Option

    [F2]
    Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (5,000 underlying)
    5,000

  • Director Stock Option

    Exercise: $55.71From: 2019-05-03Exp: 2029-05-03→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F2]
    Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $50.00From: 2020-04-24Exp: 2030-04-24→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F2]
    Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $43.89From: 2021-05-07Exp: 2031-05-07→ Common Stock (2,500 underlying)
    2,500

  • Employee Stock Option

    [F2]
    Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Stock (10,000 underlying)
    10,000

  • Director Stock Option

    Exercise: $47.90From: 2022-05-13Exp: 2032-05-13→ Common Shares (2,500 underlying)
    2,500

  • Employee Stock Option

    [F2]
    Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (10,000 underlying)
    10,000

  • Phantom Stock

    [F3][F4]
    → Common Stock (4,243.322 underlying)
    4,243.322

  • Director Stock Option

    Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (2,500 underlying)
    2,500

  • Performance Shares

    Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (300 underlying)
    300

  • Performance Shares

    Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (400 underlying)
    400

  • Performance Shares

    Exercise: $0.00From: 2031-05-08Exp: 2031-05-08→ Common Stock (500 underlying)
    500
Footnotes (4)
  • [F1]Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 17, 2026.
  • [F2]The options vest 25% per year over four years from the date of grant.
  • [F3]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.
  • [F4]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.
Signature
/s/ Carlos L. Heard, by Power of Attorney|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779222975.xmlPrimary

    FORM 4