Laycock Willoughby B. 4

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.