Pearson David Todd 4

What Happened David T. Pearson, President, COO and a Director of Saul Centers (BFS), was granted a 17,500-share restricted stock award on May 8, 2026 (reported at $0). On May 9, 2026, 1,206 shares were disposed (F — tax withholding) at $35.19 per share to satisfy tax obligations, totaling about $42,439. The filing also shows the acquisition of 157 shares on May 9 at $35.19 (reported value $5,525), which the filing notes were dividend equivalents that vested on May 9.

Key Details

• Transaction dates and prices:
  • 2026-05-08: Award/grant of 17,500 restricted shares (reported $0).
  • 2026-05-09: Tax withholding — 1,206 shares disposed at $35.19 each (≈ $42,439).
  • 2026-05-09: Acquisition of 157 shares at $35.19 each (≈ $5,525) (dividend equivalents that vested).
• Shares owned after the transactions: Not specified in the filing.
• Footnotes / vesting details:
  • The 17,500 restricted shares vest in equal annual installments over the first five anniversaries of May 8, 2026 (footnote F2).
  • Dividend-equivalent shares (the 157) were acquired in an exempt transaction and vested on May 9, 2026 (F4).
  • A separate performance share award vests in installments over five years with cliff-vesting on May 8, 2031 and is contingent on FFO performance vs. board-approved targets (F6).
  • Small fractional-share increases from the April 30, 2026 Dividend Reinvestment Plan are noted (F1, F3).
• Filing timeliness: Reported on May 12, 2026 for transactions dated May 8–9, 2026 — within the two-business-day Form 4 filing requirement (timely).

Context

• The 1,206-share disposition is tax withholding to cover taxes on vested awards (transaction code F), not an open-market sale — it’s a routine administrative action tied to the grant vesting.
• The main event is a compensation-related award (A). The performance-share component is contingent on future FFO metrics and includes cliff-vesting, so those shares may not vest unless targets are met.